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What happened?
On Thursday, March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied the FTC's motion for a stay pending its appeal of the District Court's order vacating the new Hart-Scott-Rodino ("HSR") rules in their entirety. The new rules, implemented on February 10, 2025, greatly expanded the amount of up-front information and documents transaction parties must submit with their HSR filings. The district court found that the FTC exceeded its statutory authority through "arbitrary and capricious" rulemaking by failing to demonstrate that the benefits of the new rules reasonably outweighed their substantial costs.
Following Thursday's ruling, the court's order vacating the new form is effective immediately, and the FTC will accept HSR filings using both the old and new HSR Forms.
What does this mean for Mintz Clients?
- The new HSR rules are vacated in their entirety, effective immediately. However, this could change depending on the outcome of the appellate case.
- Preparation of HSR filings under the old rules will generally require less time, which will be reflected in timing provisions in transaction agreements.
- The Mintz antitrust team will continue to track court activity and will provide notice should any further changes to the HSR requirements occur.
In the coming weeks, we will monitor additional compliance guidance to be issued by the FTC and will draft updated information requests and memoranda for clients engaged in transactions.
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.
