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 the first major revision to the HSR premerger notification form in the statute’s 50-year history. The revised form significantly expanded the information and documentation required from merging parties. Among other things, the new rules required parties to include more transaction documents from deal-team supervisors, any documents — including nonfinal drafts — sent to at least one company board member, descriptions of overlapping business lines, disclosures of investors (including minority-stake private equity firms), details on supply relationships and information about products in development.

The U.S. Chamber of Commerce and other business groups filed suit in the Eastern District of Texas, alleging that the new rules violated the Administrative Procedure Act by exceeding the FTC’s statutory authority and imposing costs and burdens that far outweighed their benefits. U.S. District Judge Jeremy D. Kernodle last month 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.

Implications

The 5th Circuit’s decision has several important implications for dealmakers:

Immediate reversion to the prior HSR form. The FTC has confirmed that companies can now file using the pre-overhaul HSR form, which generally requires less information and fewer documents, making filings typically less time-intensive and costly. Parties that prefer to voluntarily submit filings under the new form may still do so.

Reduced filing burdens for current transactions. Parties to pending or forthcoming transactions that have not yet made their HSR filings should be aware that they can now take advantage of the less-demanding prior form. This may meaningfully reduce both the cost and timeline associated with preparing HSR filings, particularly in complex transactions involving multiple investors, supply chain relationships or extensive internal deal documents.

Continued uncertainty. Despite the 5th Circuit’s decision, the FTC’s appeal remains pending, meaning the ultimate fate of the new rules has yet to be determined. Notably, the FTC’s current leadership has embraced the overhaul and is actively defending the rules in court. Deal parties should therefore continue to monitor developments, as a reversal on appeal could reinstate the expanded requirements.

Miles & Stockbridge’s corporate lawyers will continue to monitor this matter as it goes through the courts and are available to answer questions about how the ruling affects pending or planned transactions.

Opinions and conclusions in this post are solely those of the author unless otherwise indicated. The information contained in this blog is general in nature and is not offered and cannot be considered as legal advice for any particular situation. The author has provided the links referenced above for information purposes only and by doing so, does not adopt or incorporate the contents. Any federal tax advice provided in this communication is not intended or written by the author to be used, and cannot be used by the recipient, for the purpose of avoiding penalties which may be imposed on the recipient by the IRS. Please contact the author if you would like to receive written advice in a format which complies with IRS rules and may be relied upon to avoid penalties.