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Texas City Today
By the People, for the People
Federal Court Vacates FTC's 2024 Expanded HSR Premerger Notification Rule
Ruling could ease HSR filing burden, but FTC may seek emergency appeal
Published on Feb. 19, 2026
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A federal court in Texas has vacated the Federal Trade Commission's 2024 rule that dramatically expanded the information and documentary requirements for Hart-Scott-Rodino (HSR) premerger notification filings. The court found the FTC failed to adequately justify the rule's significant costs, and ordered a return to the prior HSR filing process, though the order is temporarily stayed to allow the FTC to seek emergency appellate relief.
Why it matters
The court's ruling could provide relief to companies engaged in mergers and acquisitions, who have faced a more burdensome HSR filing process since the FTC's 2024 rule expansion. However, the FTC may appeal the decision, seeking to reinstate the expanded requirements.
The details
The US District Court for the Eastern District of Texas vacated the FTC's 2024 Final Rule that dramatically expanded the information and documentary requirements for HSR premerger notification filings. The court found the FTC failed to demonstrate that the rule's benefits reasonably outweighed its significant costs, as required by the HSR Act. The court ordered a return to the prior HSR filing process, but stayed the order for seven days to allow the FTC to seek emergency relief from the Fifth Circuit.
- On February 12, 2026, the US District Court for the Eastern District of Texas vacated the FTC's 2024 Final Rule.
- The court stayed its order for seven days to allow the FTC to seek emergency relief from the Fifth Circuit.
- Unless the Fifth Circuit reverses or stays the District Court's order, on February 20, 2026, companies can revert to filing the original HSR form used prior to the Final Rule.
The players
US District Court for the Eastern District of Texas
The federal court that vacated the FTC's 2024 Final Rule expanding HSR premerger notification requirements.
Federal Trade Commission (FTC)
The government agency that issued the 2024 Final Rule expanding HSR premerger notification requirements, which has been vacated by the court.
US Chamber of Commerce
An industry group that challenged the FTC's 2024 Final Rule under the Administrative Procedure Act, arguing the FTC exceeded its statutory authority and acted arbitrarily and capriciously.
What’s next
The FTC may seek emergency appellate relief from the Fifth Circuit to stay the District Court's order and keep the expanded HSR filing requirements in place. If the order is not stayed, companies will be able to revert to the prior, less burdensome HSR filing process starting on February 20, 2026.
The takeaway
This court ruling highlights the challenges the FTC has faced in justifying expansions of merger review requirements, even when supported by both Republican and Democratic commissioners. Companies engaged in M&A transactions may see some relief from the more onerous HSR filing process, though the FTC may still seek to reinstate the expanded requirements through an appeal or new rulemaking.
