Article

No stay: Fifth Circuit lets HSR vacatur stand, for now

No stay: Fifth Circuit lets HSR vacatur stand, for now
Published Date
Mar 20 2026
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Yesterday, March 19, 2026, the Fifth Circuit denied the Federal Trade Commission’s (FTC) petition for a stay pending the appeal of a District Court order vacating the current Hart-Scott-Rodino (HSR) premerger notification form (the “Form”) and associated rules (the “2024 Rule”), which were implemented on February 10, 2025. The FTC’s Premerger Notification Office (PNO) has confirmed that parties notifying transactions can use the Form and instructions that were in place prior to February 10, 2025, should filers so choose.

Requirements no longer available

The following expanded requirements under the 2024 Rule no longer apply:

  • expanded document production obligations, including supervisory deal team lead documents and certain ordinary course competition documents
  • narrative descriptions of transaction rationale and competitive overlaps
  • detailed identification of customers and suppliers
  • disclosure of officer and director positions at competitors
  • information regarding prior acquisitions for sell-side filers
  • information regarding foreign subsidies, countervailing duties, and defense and intelligence contracts, though as discussed in our prior client alert, it is expected that such disclosure requirements will likely return in the future as they were mandated pursuant to the Merger Filing Fee Modernization Act of 2022.

As the merits appeal of the lower court’s original order vacating the 2024 HSR rules progresses, we will continue to monitor this litigation closely. If you have any questions regarding this client alert, please contact a member of A&O Shearman’s antitrust practice.

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