District Court Vacates HSR Reporting Requirements

Last week, a Texas federal district court vacated the Federal Trade Commission Final Rule from 2025 that expanded the information companies must include in Hart-Scott-Rodino ("HSR") premerger notifications.¹

The Final Rule, which went into effect in February 2025, greatly increased reporting burdens on parties to a merger or acquisition, including by requiring parties to provide narrative descriptions of their transaction rationale; produce all transaction-specific agreements; and disclose any subsidies received from foreign entities.²

Before the Final Rule had even gone into effect, a group of plaintiffs filed suit in the Eastern District of Texas challenging the rule's legality under the Administrative Procedure Act ("APA"). The plaintiffs included the U.S. Chamber of Commerce and the American Investment Council. Even though the Final Rule was proposed during the Biden administration, the current FTC, led by President Trump appointee Andrew Ferguson, defended