Court Halts FTC's Expanded Merger Filing Requirements, For Now

Fifth Circuit grants stay of district court ruling that vacated FTC's 2024 rule expanding HSR premerger notification form.

Published on Feb. 24, 2026

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A federal district court in Texas recently ruled that the Federal Trade Commission (FTC) exceeded its statutory authority in 2024 when it significantly expanded the information required in the Hart-Scott-Rodino (HSR) premerger notification form. The FTC appealed the ruling, and the Fifth Circuit Court of Appeals has now granted a stay, allowing the expanded form requirements to remain in effect while the appeal is pending.

Why it matters

The expanded HSR form requirements imposed substantial new compliance costs on companies involved in mergers and acquisitions. The district court found these costs were not justified by the FTC's claimed benefits of the new form. The Fifth Circuit's stay means companies must continue providing the expanded information while the legal battle over the FTC's authority continues.

The details

In February 2026, a federal district court in Texas ruled that the FTC's 2024 expansion of the HSR premerger notification form was unlawful. The court found the FTC failed to show the benefits of the new form reasonably outweighed its significant costs to filers. The FTC appealed the ruling, and the Fifth Circuit has now granted a stay, allowing the expanded form requirements to remain in effect at least until the appeal is decided.

  • On February 12, 2026, a federal district court in Texas ruled against the FTC's 2024 expansion of the HSR premerger notification form.
  • On February 19, 2026, the Fifth Circuit Court of Appeals granted the FTC's motion to stay the district court's ruling.
  • The Fifth Circuit's stay will remain in effect until further order of the court, allowing the expanded HSR form requirements to continue while the appeal is pending.

The players

Federal Trade Commission (FTC)

The U.S. government agency responsible for enforcing antitrust laws and reviewing proposed mergers and acquisitions.

U.S. Court of Appeals for the Fifth Circuit

The federal appellate court that has jurisdiction over federal district courts in Texas, Louisiana, and Mississippi.

Judge Jeremy D. Kernodle

The federal district court judge in the Eastern District of Texas who ruled against the FTC's expanded HSR form requirements.

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What’s next

The Fifth Circuit will continue to review the FTC's appeal of the district court's ruling against the expanded HSR form requirements. A final decision on the FTC's authority to impose the new form is pending.

The takeaway

This case highlights the ongoing legal battle over the FTC's efforts to expand merger reporting requirements, with the courts weighing the agency's claimed benefits against the significant compliance costs imposed on businesses. The outcome will have major implications for the FTC's ability to gather information and scrutinize proposed mergers going forward.