Overview
- On February 12, Judge Jeremy D. Kernodle of the Eastern District of Texas set aside the FTC’s 2024 overhaul of the HSR premerger form, finding the agency exceeded its authority and acted arbitrarily and capriciously.
- The court ruled the FTC failed to show the rule’s benefits reasonably outweighed its costs and did not adequately consider less burdensome alternatives.
- The vacatur is stayed for seven days, and the FTC’s Premerger Notification Office directed filers to use the revised form through February 19 pending further guidance.
- Absent an appellate stay, filings are expected to revert to the pre‑February 2025 HSR form starting February 20, creating near‑term uncertainty for parties with imminent submissions.
- The decision concerns only the content of initial filings, not HSR thresholds, fees, or waiting periods, and FTC and DOJ staff can still seek additional information during waiting periods and through Second Requests.