- within Antitrust/Competition Law topic(s)
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- within Real Estate and Construction and Strategy topic(s)
Key Takeaways
- A federal court on February 12, 2026, held that the FTC's 2025 HSR regulatory changes are unlawful.
- Those changes required the submission of substantially more information and documents concerning the parties, the transaction and the overlapping products.
- The court stayed the decision for seven days to allow the FTC to appeal.
- The FTC has stated that companies should continue to follow the new Rules through February 19, 2026.
Last year, the Federal Trade Commission (FTC) finalized sweeping changes to the Hart-Scott-Rodino (HSR) notification and report form (the new Rules). The U.S. Chamber of Commerce sought a declaratory judgment that the new Rules are arbitrary and capricious and that the FTC exceeded its authority.
On February 12, 2026, the court vacated and set aside the new Rules. The U.S. District Judge held that the new Rules are "arbitrary and capricious" under the Administrative Procedure Act. The court also found the FTC failed to substantiate its assertion that the new Rules would be more effective at detecting illegal mergers.
The order was stayed for seven days to allow the FTC to appeal. On February 13, 2026, the FTC's Premerger Notification Office advised that, through February 19, 2026, parties should continue to follow the new Rules with further updates forthcoming.
We will monitor the court's docket and any subsequent activity and provide timely updates.
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.
