In February 2025 a much longer premerger notification form took effect under the Hart-Scott-Rodino Act, asking filers for substantially more information. In February 2026 a federal court vacated it. In March 2026 the old form came back. If your deal checklist, or a vendor's blog post, still describes the expanded form as a requirement, it is out of date. This page sets out what happened and what filers do now.
The timeline
| Date | What happened |
|---|---|
| 10 February 2025 | The new HSR form and instructions take effect[1] |
| 12 February 2026 | A federal district court vacates the new form, staying its decision for seven days[1] |
| 19 March 2026 | The Court of Appeals denies the FTC's motion for a stay pending appeal; the vacatur takes effect immediately[1] |
| 25 March 2026 | The FTC and DOJ open a joint public inquiry into the effectiveness of the HSR premerger reporting requirements, with comments due 26 May 2026[2] |
The case is Chamber of Commerce v. Federal Trade Commission. It was decided in the Eastern District of Texas, and the FTC's appeal to the Fifth Circuit was reported as still pending after the stay was denied.[3]
Which form do filers use now?
The FTC's Premerger Notification Office says the agencies are accepting filings using the form and instructions in place before 10 February 2025. They will also continue to accept filings on the newer form if filers voluntarily choose to use it.[1]
Why the court set it aside
According to WilmerHale's summary of the decision, Judge Jeremy D. Kernodle found the rule was not "necessary and appropriate" as the statute requires, and was arbitrary and capricious. His main concern was cost and benefit: the FTC had not shown how the expanded information would actually improve merger review, so the added compliance costs were not reasonably outweighed by the benefits.[3]
What didn't change
The statute did not change. The Hart-Scott-Rodino Act still requires reportable acquisitions to be notified, and the waiting period to expire, before closing.[4] The waiting period still ends on the thirtieth day after the agencies receive the completed notification, or the fifteenth for a cash tender offer, unless extended.[4] The agencies can still ask for additional information and documents.[4] The size thresholds are still adjusted every year; the 2026 figures were published in January.[5]
So the filing burden went down, but the substantive obligations, and the risk of acting before clearance, did not. See What Is Gun Jumping in M&A?
Why it still matters for deal documents
The agencies can still require additional information and documents before the waiting period ends, the request known as a second request.[4] The practical lesson from the expanded-form period hasn't gone away: deal documents can end up in front of an antitrust reviewer, and the language in them matters.
- Board decks and strategy memos that describe a deal as "eliminating a competitor" or "gaining pricing power" invite questions, however loosely they were written.
- Documents analysing competition, markets and customers deserve a read by antitrust counsel before they are finalised.
- If a second request arrives, the volume of documents to produce can be very large, and knowing early what they contain is worth a great deal.
Regulatory and merger-control issues are one of Anweshna's 15 M&A risk categories and one of the seven that can block a deal. A screening pass across deal documents can surface competition-sensitive language early, so counsel sees it before the agencies do. It doesn't replace counsel's review of what gets filed.
What a deal team should do now
- Update templates. Remove any internal checklist item that assumes the expanded form is mandatory.
- Decide which form to use with counsel. The newer form remains accepted voluntarily; whether that helps on a particular deal is a judgement for antitrust counsel.
- Re-check thresholds every year. The 2026 figures were published in January; next year's will be different.
- Keep the timetable conservative. A lighter form doesn't shorten the statutory waiting period, and a second request still extends it.
- Read deal documents early. Have counsel review board materials and strategy memos while they are still drafts.
- Watch the appeal and the consultation. Either could change which form is required.
Who this affects most
The change matters most to filers whose deals are reportable but raise no real competition question. For them, the up-front burden is lower again, and the agencies have said their consultation aims to reduce the burden for non-problematic transactions while updating the form with lessons from the expanded version.[2] Deals that do raise competition questions were always going to get scrutiny, and for them the substance of the agencies' review hasn't changed.
Terms worth knowing
- Waiting period: the period after filing before a reportable deal may close. Thirty days in most cases, fifteen for a cash tender offer.
- Second request: a request for additional information and documents issued before the waiting period expires. It extends the timetable.
- Early termination: the agencies can end a waiting period early; grants are published in the Federal Register.[6]
- Size-of-transaction threshold: the deal value above which a filing may be required, adjusted every year.
Bottom line
The expanded HSR form was vacated, and filers are back on the pre-2025 form, with the newer form accepted voluntarily. The statute, the waiting period and the risk of acting early are unchanged. And deal documents are still worth reading with an antitrust reviewer in mind.
Sources
- Federal Trade Commission, Premerger Notification Program. Notices on the February 2026 vacatur, the 19 March 2026 stay denial, and the forms now accepted. ftc.gov/enforcement/premerger-notification-program
- Federal Trade Commission. Federal Trade Commission and Department of Justice Seek Public Comment on the Premerger Notification and Report Form. Press release, 25 March 2026. ftc.gov
- WilmerHale. A Very Merry [Un]birthday to the New HSR Form: Texas Judge Vacates Final FTC Rule (13 February 2026) and What's Old Is New Again: Fifth Circuit Lifts Stay, New HSR Form Is Vacated (19 March 2026). Client alerts; the case name, the court's reasoning as summarised there, and the status of the appeal. wilmerhale.com (February), wilmerhale.com (March)
- Hart-Scott-Rodino Act, 15 U.S.C. § 18a, subsections (a), (b)(1) and (e)(1).
- Federal Trade Commission. Revised Jurisdictional Thresholds for Section 7A of the Clayton Act. 91 FR 2133, 16 January 2026. federalregister.gov
- Federal Trade Commission. Granting of Requests for Early Termination of the Waiting Period Under the Premerger Notification Rules. Federal Register notice, 17 September 2026 (one of a regular series). federalregister.gov
We cite only sources we have retrieved and read; see our methodology. Nothing here is legal advice.