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The Fifth Circuit's order keeps the Federal Trade Commission's expanded Hart‑Scott‑Rodino ("HSR") premerger notification rule in effect for now and accelerates briefing on whether a stay should remain in place pending appeal. Companies planning or undertaking HSR‑reportable transactions must continue to comply with the 2025 expanded filing form unless and until the Fifth Circuit orders otherwise.
Key Takeaways
- The Fifth Circuit has granted an administrative stay of the Eastern District of Texas judgment that vacated the FTC's 2024 HSR overhaul rule.
- The stay remains in place "until further order" of the Fifth Circuit, preserving the status quo while the court considers the FTC's motion for a stay pending appeal.
- Appellees' (the business groups') response to the stay motion is due February 23, 2026; the FTC's reply is due February 26, 2026.
- For the moment, the expanded HSR form that took effect in February 2025 remains operative, and merging parties should prepare to comply with its significantly more burdensome disclosure requirements.
- The appeal will address core questions about the FTC's statutory authority under the HSR Act, the adequacy of its cost‑benefit analysis, and the standard for nationwide vacatur and stays of agency rules.
Companies considering mergers, acquisitions, or other transactions subject to HSR reporting thresholds should closely monitor further developments in the Fifth Circuit and consult antitrust counsel regarding which HSR filing requirements apply to pending and planned deals as the appeal progresses.
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