Fifth Circuit Reinstates Pre-2025 HSR Rules, Handing Blow to FTC Antitrust Agenda

The U.S. Court of Appeals for the Fifth Circuit has delivered a significant blow to the Federal Trade Commission’s (FTC) efforts to modernize and expand antitrust oversight. By denying the agency’s motion for a stay pending appeal, the court has effectively halted the implementation of the revised Hart-Scott-Rodino (HSR) filing requirements that first went into effect on February 10, 2025. This ruling forces an immediate reversion to the pre-2025 filing framework, a development that provides substantial relief to corporations and private equity firms currently navigating the M&A landscape. The decision underscores a growing judicial skepticism toward agency expansion and the administrative burdens placed on the private sector.

The core of the dispute centers on the 2025 HSR revisions, which were designed to provide the FTC and the Department of Justice (DOJ) with significantly more data at the outset of a merger review. These requirements included granular disclosures regarding labor markets, supply chain dependencies, and internal strategic documents that were previously only requested during the more intensive Second Request phase. A lower district court recently found that these rules were improperly promulgated and imposed undue burdens on filers, leading to their vacatur. The Fifth Circuit’s refusal to pause that vacatur means that, for the duration of the appellate process, the 'old' rules are once again the law of the land.

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Court of Appeals for the Fifth Circuit has delivered a significant blow to the Federal Trade Commission’s (FTC) efforts to modernize and expand antitrust oversight.

For legal departments and RegTech providers, this creates a complex operational environment. Many firms spent the last year overhauling their internal workflows and compliance software to accommodate the 2025 requirements. Now, they must pivot back to the previous standards while maintaining the flexibility to revert again should the FTC eventually prevail on the merits of its appeal. The FTC has indicated it will continue to accept the 2025-style filings on a voluntary basis, a move that presents a strategic dilemma for filers. While submitting more data voluntarily might theoretically speed up a review by preempting agency questions, most practitioners are likely to advise clients to stick to the less rigorous, legally mandated pre-2025 forms to minimize exposure and costs.