A merger filing overhaul was adopted, then a court undid it

The record

A final rule overhauling the Hart-Scott-Rodino premerger notification form took effect 10 February 2025. The Federal Register text, published 12 November 2024, states the Federal Trade Commission, with the concurrence of the Justice Department's Antitrust Division, adopted the rule to require parties to reportable transactions to submit documentary material and information the agencies said they needed for an effective initial antitrust assessment, and it separately implements parts of the Merger Filing Fee Modernization Act of 2022. The new form added, among other items, requirements to disclose officers and directors, minority shareholders or interest holders, prior acquisitions in related lines of business, and subsidies received from foreign entities or governments of concern.

What the sources establish

The Federal Register text explains the rationale for several of the largest additions: information on officers, directors and minority interest holders is meant to reveal management relationships that could let one party influence a competitor after closing even without majority ownership, while the prior-acquisitions requirement, extended for the first time to the seller as well as the buyer, is meant to let the agencies detect roll-up or serial acquisition strategies that individually fall under reporting thresholds but cumulatively raise concentration. The rule also requires new information on labor-market overlaps and a description of the transaction's business rationale, including documents that discuss it, even before those documents reach a board.

Scope and revision

The form's life since adoption has not been static. The Federal Trade Commission's own notification-program page, as retrieved on 16 September 2026, records that a federal district court vacated the new form on 12 February 2026, that the agencies briefly continued using it under a Fifth Circuit administrative stay, and that on 19 March 2026 the Fifth Circuit denied the Commission's motion to stay the vacatur pending appeal, making the district court's judgment effective immediately; the page states filers are now using the form and instructions that were in place before the 10 February 2025 effective date. A description of current HSR filing requirements therefore needs a retrieval date, since the operative form changed twice within about thirteen months of its original effective date.

The decision in front of you

Parties preparing a reportable transaction should, per the FTC's own program page as of this writing, confirm which version of the form is currently accepted before assembling a filing, rather than relying on a description of the 2025 rule's requirements as necessarily current; this is a case where the regulator's own status notices, not the original adopting release, carry the operative answer.

• Does a description of HSR disclosure requirements cite the form in effect before 10 February 2025, the 2025 form, or the post-vacatur reinstated form?
• Has the underlying rulemaking been appealed further, or reissued, since the Fifth Circuit's March 2026 order?
• Does the jurisdictional filing-fee threshold cited alongside the form reflect the current annual adjustment?

A rule's adopting release fixes what was intended; only a current status check against the regulator's own notices confirms what is actually being enforced on a given date.