A federal court in the Eastern District of Texas has vacated the Federal Trade Commission’s (FTC) 2024 rule that expanded the information required under the Hart-Scott-Rodino Act (HSR) Premerger Notification Form. The 2024 HSR Rule mandated that companies provide details such as the “strategic rationale” for a proposed merger, recent internal reports on competition shared with senior leadership, and more extensive data about current and future business activities.
According to Sullivan & Cromwell, these requirements were anticipated to “significantly increase the time, burden, and expense associated with all transactions reportable under the HSR Act.”
On February 12, 2026, the court determined that the FTC exceeded its statutory authority by imposing these new requirements without adequate justification. The decision stated that the agency failed to demonstrate how these changes were “necessary and appropriate” for identifying transactions needing further review. The court noted: “fail[ed] to substantiate” its assertions that the Rule’s new requirements would “detect illegal mergers and save agency resources,” adding that “the FTC could not identify a single illegal merger in the forty-six year history of the prior Form that the Final Rule’s new form would have prevented.”
The ruling also found that the rule was arbitrary and capricious under administrative law because there was no evidence showing benefits outweighed costs or explaining why less burdensome alternatives were rejected. After declaring the rule unlawful, nationwide vacatur was ordered.
The district court has stayed its decision for seven days to allow time for potential emergency relief from higher courts. According to guidance from the Premerger Notification Office, “the new form thus remains in place through February 19.” If no stay is granted by then, merging parties will revert to using the previous HSR form. More information about premerger notification procedures can be found at https://www.ftc.gov/enforcement/premerger-notification-program.
Sullivan & Cromwell represents plaintiffs in this case and has indicated it will continue monitoring developments related to HSR filings.