The US District Court for the Eastern District of Texas vacated the FTC's expanded Hart-Scott-Rodino premerger notification rule on February 12, 2026, in a challenge brought by the US Chamber of Commerce, per court records reported by Skadden. The court stayed its decision for seven days, to February 20, after which filers reverted to the prior, far less demanding form. The rewritten rule had been in force only since February 10, 2025.
This publication covers the litigation and its compliance consequences, not legal advice. For deal teams, the reversal is operational, not theoretical.
What did the struck rule require?
The 2024 final rule — the most extensive overhaul of the HSR form since 1978 — forced merging parties to supply categories of information the old form never asked for: prior acquisition histories going back years, detailed minority-investor and fund-level data, projected synergies and deal rationales, and granular information on overlapping business lines, including business documents reviewed by the board. Compliance costs were the Chamber's core argument; the agencies had estimated added burden per filing in the tens of hours, while trade commenters placed it far higher.
What happens to filings now?
After the stay lapsed on February 20, 2026, per the FTC's premerger notification program pages, HSR filings reverted to the prior form. That means faster preparation and lower outside-counsel hours for the roughly 2,000-plus transactions notified annually, and no more board-paper production as a matter of course. The reprieve is procedural only: the substantive thresholds still trigger review, and the agencies can still issue second requests for deeper data when a deal raises questions.
- Deals already in the pipeline had to assess whether their filings remained complete when the form changed back.
- Private equity sponsors regained the old treatment of minority-stake and fund-structure disclosures.
- Antitrust counsel shifted back to shorter preparation timelines — days rather than the weeks the expanded form demanded.
Related stories: Merger Filings Get Pricier as 2026 HSR Thresholds Kick In · FTC Puts Numbers on Who Controls US Ethanol Production.
Is this the end of the rewrite?
No. Per the FTC and DOJ, the agencies appealed the decision and opened a public comment process in March 2026 on a future premerger notification form, asking what data actually helps the agencies screen deals. Rulemaking on a replacement form would proceed through notice-and-comment procedures with an economic record — the process the Chamber argued the 2024 rule shortchanged.
Why the Chamber won on burden
The Administrative Procedure Act requires agencies to quantify a rule's burden and consider alternatives. The court accepted the argument that the FTC had understated the hours per filing and failed to test a lighter version that would still capture the data it wanted. Per Gibson Dunn's analysis of the decision, the ruling turns on that record defect rather than on the agencies' authority to revise the form at all, which is why the appellate posture matters for any future expansion.
What does this change?
The decision returns merger clearance paperwork to roughly its half-century baseline and hands agencies the harder task of justifying added burden with evidence. Companies planning 2026 deals should treat the reverted form as stable for now but budget for another revision cycle, because both agencies have committed to a new form effort regardless of how the appeal ends.