Brian G. Filler

On March 19, 2026, the 5th U.S. Circuit Court of Appeals denied the Federal Trade Commission’s (FTC’s) motion for a stay pending appeal in the challenge to the agency’s sweeping overhaul of the Hart-Scott-Rodino Act (HSR) premerger notification filing requirements. The decision means that a lower-court order vacating the new rules is now effective immediately, and parties may revert to the older, less-burdensome HSR form that was in place before the changes took effect in February 2025. Background The FTC’s overhaul represented

A federal district court judge in Texas has invalidated the Federal Trade Commission’s (FTC’s) revised premerger notification requirements under the Hart-Scott-Rodino Act (HSR), representing a potentially significant shift in the premerger landscape. Background On February 12, 2026, U.S. District Judge Jeremy D. Kernodle of the Eastern District of Texas granted summary judgment to the U.S. Chamber of Commerce and allied business groups, throwing out the FTC’s overhaul of the HSR premerger reporting requirements. The ruling marks the first successful challenge to the

The Federal Trade Commission (FTC) announced Jan. 14 annual revisions to the applicable thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). These updates will apply to all transactions closing on or after the effective date of the notice, which will be 30 days after its publication in the Federal Register. The new minimum size-of-transaction threshold has been adjusted upward from $126.4 million to $133.9 million. Under the HSR Act, the parties to any proposed acquisition

On Aug. 6, Colorado became the second state to enact the Uniform Antitrust Premerger Notification Act (APNA), following Washington earlier this year. Under the APNA, a person making a Hart-Scott-Rodino (HSR) filing on or after the effective date of the act must provide a copy of its federal submission to that state’s attorney general if the notified transaction has a sufficient nexus to the state. Here are some key of the highlights of Colorado’s version of the APNA. Who Must File An HSR-reporting

On April 4, Washington became the first state to enact the Uniform Antitrust Premerger Notification Act (APNA). Under the APNA, a person making a Hart-Scott-Rodino (HSR) filing on or after July 27, 2025 must provide a copy of its federal submission to the Washington attorney general if the notified transaction has a sufficient nexus to the state. Here are some key takeaways as you plan upcoming transactions. Who Must File An HSR-reporting party must contemporaneously furnish a copy of its HSR filing to

The Federal Trade Commission (FTC) announced Jan. 10 annual revisions to the applicable thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). These revisions will apply to all transactions closing on or after the effective date of the notice, which will be 30 days after its publication in the Federal Register. The new minimum size of transaction threshold has been adjusted upward from $119.5 million to $126.4 million. Under the HSR Act, the parties to any

The Federal Trade Commission (FTC) announced Jan. 22 annual revisions to the applicable thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). These revisions will apply to all transactions closing on or after Feb. 21. The new minimum size of transaction threshold has been adjusted upward, from $111.4 million to $119.5 million. Under the HSR Act, the parties to any proposed acquisition of assets, voting securities or non-corporate interests meeting prescribed thresholds must notify the FTC

The U.S. Federal Trade Commission (“FTC”), with the concurrence of the Antitrust Division of the U.S. Department of Justice (“DOJ”), announced late last month proposed changes the premerger notification form and rules under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The proposed changes would substantially increase the amount of information and level of review required by filing parties. A significant increase in the time required to prepare filings and heightened antitrust scrutiny of transactions are likely

The Federal Trade Commission (“FTC”) announced Jan. 23 annual revisions to the applicable thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). These revisions will apply to all transactions closing on or after Feb. 22. The new minimum size of transaction threshold has been adjusted upward, from $101 million to $111.4 million. Under the HSR Act, the parties to any proposed acquisition of assets, voting securities or non-corporate interests meeting prescribed thresholds must notify the FTC

(Click here to read about revisions for 2023.) On January 21, 2022, the Federal Trade Commission (“FTC”) announced the annual revisions to the applicable thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). These revisions were published in the Federal Register on January 24, 2022 and will apply to all transactions closing on or after February 23, 2022. The new minimum size of transaction threshold has been adjusted upward from $92 million to $101 million. Under the

The COVID-19 (the “Coronavirus”) pandemic has the potential to cause business disruptions that may make the performance of a party’s obligations under a commercial contract difficult, unprofitable or impossible. Such disruptions include the loss of employees, disruptions in supply chains, travel restrictions and other governmental restrictions.  Various legal considerations implicate the rights and obligations of the parties to a commercial contract when the ability to perform is compromised by such a disruption. To assess the legal implications of such a disruption,