A federal judge in the Eastern District of Texas has vacated the Federal Trade Commission’s (FTC) final rule that established a new Hart-Scott-Rodino (HSR) Act premerger notification form. The FTC had introduced this rule in October 2024, and it took effect on February 10, 2025.
The revised HSR form required merging parties to provide significantly more information and documentation than before, representing the first major update to the notification process in over four decades. The changes were met with legal challenges from groups including the US Chamber of Commerce, which argued that the FTC exceeded its authority under the HSR Act.
Judge Jeremy D. Kernodle sided with the plaintiffs, ruling that the Final Rule was not “necessary and appropriate,” as mandated by law, and deemed it “arbitrary and capricious.” According to Judge Kernodle’s order, “those costs were not ‘reasonably outweigh[ed]’ by the potential benefits to the US antitrust agencies in improving their HSR merger reviews,” and he noted that “the FTC had presented little to no evidence of such benefits.”
The court’s decision is stayed for seven days to allow time for an emergency appeal by the FTC to the Fifth Circuit. During this period—at least until February 19, 2026—the new HSR form remains effective, and merging parties are advised to continue using it. The stay could be extended if either Judge Kernodle or the Fifth Circuit grants a further delay pending appeal.
Further updates will be provided as more information becomes available.