Understanding Chamber Of Commerce v. FTC And Its Implications For The HSR Act

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) was enacted to ensure that the antitrust authorities – the Antitrust Division of the U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) – receive advance notice of significant mergers and acquisitions and an ability to investigate those significant transactions before they are consummated.

The HSR Act requires companies entering into transactions greater than an annually adjusted "size-of-transaction" threshold – currently $119.5 million and recently set at $126.4 million for 2025 (once published in the Federal Register and effective) – and certain other requirements to file a premerger notification with the FTC and DOJ and generally wait at least 30 days to allow the DOJ and FTC to determine whether they believe a thorough investigation of the proposed transaction is warranted (in which case the agencies issue what is referred to as a "Second Request").