Federal Premerger Notification Process Overhaul Vacated by District Court

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A judge in the Eastern District of Texas has vacated the 2024 final rule that implemented extensive revisions to the federal premerger notification process, ruling in favor of the U.S. Chamber of Commerce and other business organizations that had challenged the rule as unlawful under the Administrative Procedure Act. The FTC has appealed the decision to the Fifth Circuit, which has granted an administrative stay of the ruling pending further order of the court.

Why it matters

The premerger notification filing process is a critical component of merger and acquisition activity, and the revisions made in 2024 were intended to provide the FTC with more information to evaluate potential anticompetitive impacts. The District Court's ruling, if ultimately upheld, would roll back these changes and potentially impact the FTC's ability to effectively review proposed mergers.

The details

In October 2024, the FTC announced final changes to the premerger notification filing process under the Hart-Scott-Rodino Antitrust Improvements Act, expanding the scope of documents required and adding expense and time to the process. The U.S. Chamber of Commerce and other business groups challenged the final rule, alleging the FTC exceeded its statutory authority and that the changes were arbitrary and capricious. The District Court agreed, vacating the final rule, but the Fifth Circuit has granted an administrative stay of the ruling pending the FTC's appeal.

• On February 12, 2026, a judge in the Eastern District of Texas vacated the 2024 final rule.
• On February 17, the FTC submitted an emergency motion asking the District Court to stay its decision, pending appeal, which was denied.
• On February 18, the FTC appealed the District Court's ruling to the United States Court of Appeals for the Fifth Circuit.
• On February 18, the FTC filed with the Fifth Circuit an emergency motion for a brief administrative stay and an emergency motion for a stay pending appeal.
• On February 19, the Fifth Circuit granted the FTC's motion for an administrative stay of the District Court's ruling 'until further order of [the] court.'

What’s next

The Fifth Circuit will continue to consider the FTC's appeal of the District Court's ruling, with a related briefing schedule concluding on February 26.