In 2024, the Federal Trade Commission finalized a rule expanding the scope of information required by the Hart-Scott-Rodino Act Premerger Notification Form.[1] As explained in our earlier note,[2] a federal district court struck down the new rule in February 2026, finding that the FTC exceeded its statutory authority and that the rule was arbitrary and capricious.[3] The district court vacated the rule nationwide.[4]
On February 18, 2026, the FTC moved the Fifth Circuit for a stay of the district court’s order pending appeal.[5] Plaintiffs, which are represented by Sullivan & Cromwell, opposed the request for a stay (but did not oppose a temporary administrative stay to give the court of appeals time to rule on the motion).[6] On March 19, 2026, the Fifth Circuit summarily denied the FTC’s motion.[7]
The FTC has advised that it “is now accepting HSR filings using the Form and Instructions that were in place before the February 10, 2025, effective date of the new rule” and “will continue to accept HSR filings made pursuant to the February 10, 2025, Form and Instructions should filers voluntarily decide to submit them.”[8] Sullivan & Cromwell will continue to alert clients of any further developments affecting HSR filings.
[1] Premerger Notification; Reporting and Waiting Periods Requirements, 89 Fed. Reg. 89,216 (Nov. 12, 2024).
[3] Memorandum Opinion & Order, Chamber of Com. of the U.S. v. FTC, No. 6:25-cv-00009 (E.D. Tex. Feb. 12, 2026).
[5] Opposed Emergency Motion for Stay Pending Appeal, Chamber of Com. of the U.S. v. FTC, No. 26-40094 (5th Cir. Feb. 18, 2026).
[6] Opposition to Motion for Stay Pending Appeal, Chamber of Com. of the U.S. v. FTC, No. 26-40094 (5th Cir. Feb. 23, 2026).
[7] Order, Chamber of Com. of the U.S. v. FTC, No. 26-40094 (5th Cir. Mar. 19, 2026).