HSR Form Rollback: What Dealmakers Need to Know Now
What You Need to Know
Key takeaway #1
The Fifth Circuit denied the FTC’s motion for a stay pending appeal on March 19, 2026, giving immediate effect to the district court’s earlier ruling vacating the FTC’s 2024 revisions to the HSR form.
Key takeaway #2
The old HSR form and instructions are now back in effect. Parties are no longer required to comply with the expanded 2024 filing requirements (for now).
Key takeaway #3
The FTC’s Premerger Notification Office has confirmed it will continue to accept voluntary filings under the vacated 2024 form, though there is no obligation to do so.Key takeaway #4
The Fifth Circuit’s ruling does not resolve the appeal on the merits, and the FTC has not yet announced whether it will continue to pursue the appeal.
Client Alert | 1 min read | 03.20.26
On March 19, 2026, a U.S. District Court for the Fifth Circuit panel denied the Federal Trade Commission’s (FTC) emergency motion for a stay pending appeal of a district court’s order that vacated the FTC’s 2024 overhaul of the HSR premerger notification form.
How We Got Here
In February 2024, with bipartisan support, the FTC passed revisions to the HSR form. The revisions substantially expanded merging parties’ disclosure obligations, requiring parties to submit more materials, including expanded deal documents, ordinary-course competitive analyses, transaction rationales, and other information. On February 12, 2026, Judge Jeremy Kernodle of the U.S. District Court for the Eastern District of Texas vacated the rule, finding that the FTC exceeded its statutory authority by failing to demonstrate that the rule’s benefits reasonably outweighed its substantial costs. The district court imposed a seven-day administrative stay to allow the FTC to seek emergency relief. The Fifth Circuit entered its own temporary administrative stay while it considered the motion, before ultimately denying it on March 19.
Practical Implications
The FTC’s Premerger Notification Office has confirmed that it is immediately accepting filings under the prior form, while also continuing to accept voluntary submissions under the vacated 2024 form. For dealmakers with active or imminent filings, reverting to the prior form will materially reduce the time and resources required to prepare an HSR submission.
Importantly, however, FTC and U.S. Department of Justice (DOJ) staff retain authority to request (either voluntarily during the initial waiting period or mandatorily through a Second Request) some of the same categories of information and documents that the 2024 rule sought to capture upfront. Parties in transactions that are likely to attract agency scrutiny should plan accordingly.
We are continuing to monitor the FTC’s next steps and are available to advise on how best to navigate the transition.
Contacts
Insights
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