Immediate Return to Former HSR Rules Pursuant to Fifth Circuit Holding

By Robert G. Kidwell, Kristina Van Horn, Sherwet H. Witherington

What happened?

On Thursday, March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied the FTC’s motion for a stay pending its appeal of the District Court’s order vacating the new Hart-Scott-Rodino (“HSR”) rules in their entirety. The new rules, implemented on February 10, 2025, greatly expanded the amount of up-front information and documents transaction parties must submit with their HSR filings. The district court found that the FTC exceeded its statutory authority through “arbitrary and capricious” rulemaking by failing to demonstrate that the benefits of the new rules reasonably outweighed their substantial costs.

Following Thursday’s ruling, the court’s order vacating the new form is effective immediately, and the FTC will accept HSR filings using both the old and new HSR Forms.

What does this mean for Mintz Clients?

  1. The new HSR rules are vacated in their entirety, effective immediately.  However, this could change depending on the outcome of the appellate case.
  2. Preparation of HSR filings under the old rules will generally require less time, which will be reflected in timing provisions in transaction agreements.
  3. The Mintz antitrust team will continue to track court activity and will provide notice should any further changes to the HSR requirements occur.

In the coming weeks, we will monitor additional compliance guidance to be issued by the FTC and will draft updated information requests and memoranda for clients engaged in transactions.  If you have questions about the HSR rules and form, please contact one of the Mintz attorneys listed above.
 

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  • Robert G. Kidwell
  • Kristina Van Horn
  • Sherwet H. Witherington

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    Authors

    Robert G. Kidwell

    Robert G. Kidwell

    Member / Co-Chair, Antitrust Practice

    Robert G. Kidwell is a Mintz attorney who counsels clients on business strategies, regulatory matters, policymaking and lobbying, compliance issues, privacy, and litigation. He defends clients in class action and competitor litigation, and guides transactions through merger reviews.
    Kristina Van Horn

    Kristina Van Horn

    Special Counsel

    Kristina E. Van Horn is a Special Counsel at Mintz who concentrates her practice on antitrust and competition matters, such as pre-transaction counseling, merger review, government investigations, and litigation involving private and government antitrust disputes. A former FTC staff attorney and seasoned practitioner, Kristina works with companies in various industries, including entertainment, health care, energy, steel, defense, transportation, grocery, consumer products, and retail goods.
    Sherwet H. Witherington

    Sherwet H. Witherington

    Associate

    Sherwet H. Witherington is an Associate at Mintz who concentrates her practice on antitrust compliance, merger review, and government merger investigations. She has also handled litigation and issues related to foreign direct investments in the US. She draws on her experience in intelligence roles to represent US and international clients in various industries, including life sciences.