New HSR Rules Overturned By Federal Court — What Filers Need To Know

Immediate Takeaways for HSR Filers

On February 12, 2026, the U.S. District Court for the Eastern District of Texas vacated the FTC's 2024 HSR Final Rule (titled "Premerger Notification; Reporting and Waiting Period Requirements"), which went into effect on February 10, 2025. The court stayed the vacatur for seven calendar days to allow the FTC to seek emergency relief from the Fifth Circuit. During this seven-day period (Feb. 12–19, 2026), filing parties must continue to follow the Final Rule requirements. After February 19, unless a stay is obtained, HSR filings will revert to the pre-February 2025 HSR reporting rules.

The 2024 HSR Premerger Notification Rule

The 2024 Final Rule significantly expanded the documentary and information requirements for HSR filings. During the public comment period, the FTC received numerous comments and widespread criticism from businesses and industry groups raising concerns that the Final Rule would impose significant burdens and compliance costs on filing parties.

The U.S. Chamber of Commerce and other industry groups challenged the Rule, asserting that:

• The FTC exceeded its statutory authority under the HSR Act; and
• The Rule was arbitrary and capricious, imposing significant burdens without adequately demonstrating that its benefits outweighed its costs.

On February 12, the court vacated and set aside the Final Rule, finding that it was arbitrary and capricious, failed to show that its benefits outweighed its costs, and exceeded the agency's authority under the HSR Act.

Practical Implications

• Parties to HSR-reportable transactions must continue to comply with the Final Rule until February 19, 2026
• After February 19, if no stay or emergency relief is granted, the pre-February 2025 HSR rules will again become effective
• If the FTC obtains a stay or succeeds on appeal, the Final Rule may continue temporarily until the Fifth Circuit issues a final ruling or the vacatur is otherwise overturned
• The Court's decision has no impact on the recently-announced jurisdictional thresholds and filing fees for 2026

Requirements That Would No Longer Apply if the Final Rule Is Permanently Vacated

If the court's vacatur becomes permanent, the following expanded requirements under the 2024 HSR Final Rule would no longer apply, and filers would revert to the pre-February 2025 rules:

• Expanded document production requirements, including certain draft and ordinary course documents as well as new "supervisory deal team" document custodian
• Narrative descriptions of competitive or potential competitive overlaps and transaction rationale
• Identification of top overall and per category customers and suppliers
• Disclosure of officers and directors that serve or have served as officers or directors of potential competitors
• Disclosure of certain subsidies, countervailing duties and countervailing duty investigations
• Information from acquired parties regarding prior acquisitions
• Identification of subsidiaries by operating group and expanded street level NAICS reporting

We anticipate that the FTC will provide additional guidance, including whether it intends to appeal the Court's decision to the Fifth Circuit, shortly. We will continue to monitor developments closely, including any FTC stay filings or appellate actions, and provide updates as needed.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.