On March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied the Federal Trade Commission’s (“FTC”) motion for a stay pending appeal in the ongoing litigation challenging the recent February 2025 expansion of pre-merger reporting requirements under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976. Previously, in a February 12, 2026 Order, a Texas federal court ruled that the expanded requirements “exceed[] the FTC’s statutory authority because the agency has not shown that the rule’s claimed benefits will ‘reasonably outweigh’ its significant and widespread costs.” Shortly thereafter, the FTC filed an appeal with the Fifth Circuit and sought an emergency stay of the District Court’s Order pending the outcome of their appeal. On February 19, 2026, the Fifth Circuit granted an administrative stay “until further order of [the] court” while it reviewed but ultimately decided in its most recent Order that the stay should not be maintained pending a final outcome of the appeal. As a consequence of this decision, the expanded requirements that were imposed by the updated HSR form have been vacated, although there is a chance that they could be reinstated if the FTC is successful on appeal. In accordance with the Order, the FTC has announced that it will begin accepting HSR filings on the prior, pre-February 2025 HSR Form although it will continue to accept filings submitted on the new HSR form on a voluntary basis. Parties preparing to submit HSR filings should consult with counsel to assess the best approach in light of this new HSR filing framework. The Lewis Rice HSR team is available to advise and will continue to monitor developments as the FTC’s appeal proceeds.
