The US District Court for the Eastern District of Texas issued an order on February 12, 2026 vacating the “new” HSR premerger reporting rules, which went into effect last February, as arbitrary, capricious, and in excess of statutorily delegated authority. The lawsuit challenging the rules was brought by several industry groups (including the US Chamber of Commerce) against the Federal Trade Commission, the agency that administers the HSR rules. Implementation of the ruling is stayed for seven days to afford the FTC time to appeal, during which time the “new” HSR rules will remain in effect.
The rules under the Hart-Scott-Rodino (HSR) Act govern premerger reporting of transactions to be reviewed by both the FTC and the US Department of Justice’s Antitrust Division, although the FTC administers the rules. The “new” HSR rules at issue here concern only the content required in premerger filings, not whether a filing is required.
As we previously reported, the “new” HSR premerger reporting rules, which imposed heavier burdens on transacting parties (including the production of certain draft transaction-related documents), were written during the Biden administration and adopted by a unanimous bipartisan vote of the FTC in late 2024. The rules came into effect in President Trump’s second term in February 2025 with strong bipartisan support. The current FTC has actively defended the rules in court in the pending litigation.
DISTRICT COURT’S RULING
The district court’s ruling relied on language in the HSR Act that empowers the FTC to make HSR rules that are “necessary and appropriate” to enable the FTC and DOJ to determine whether a proposed transaction may violate the antitrust laws.
In the district court’s view, the FTC failed to conduct an adequate cost-benefit analysis sufficient to justify the conclusion that the rules were “necessary and appropriate.” Accordingly, the court concluded that the rules went beyond the FTC’s statutory authority under the HSR Act and, for essentially the same reasons, was arbitrary and capricious in violation of the Administrative Procedure Act. The court therefore vacated the rules.
WHAT HAPPENS NEXT
The district court stayed implementation of its order for seven days to allow the FTC time to file an emergency appeal to the Fifth Circuit. If the FTC elects to appeal, it will also likely seek a stay of the district court’s order pending appeal, which may or may not be granted by the Fifth Circuit.
If the district court’s order stands, HSR filings will be governed by the old HSR rules that were in effect prior to February 2025. For now, the “new” HSR rules remain in effect.
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