The FTC’s Pre-Merger Notification Rule on Appeal
Event Video
The Federal Trade Commission’s recent overhaul of the Hart-Scott-Rodino Act (HSR) premerger notification rule represents one of the most significant changes to merger reporting requirements since the statute’s enactment in 1976. The revised rule dramatically expands the scope of information parties must submit at the outset of a transaction, including narrative descriptions of competitive dynamics, internal strategic materials, and additional data relating to ownership, labor markets, and supply relationships. Supporters characterize the changes as necessary modernization; critics contend they impose substantial new burdens.
Shortly after the FTC’s rule was finalized, it was challenged in federal court. On February 12, 2026, the Eastern District of Texas vacated the rule and held it exceeded the FTC’s statutory authority and violated the Administrative Procedure Act. Last month, the FTC appealed the District Court’s ruling to the U.S. Court of Appeals for the Fifth Circuit.
Join us for a timely discussion of the implications of the FTC’s HSR premerger notification rule and the legal issues at the heart of the appeal. Panelists will discuss whether the HSR Act authorizes the breadth of the FTC’s new disclosure requirements, the implications of the district court’s ruling, and the case pending before the Fifth Circuit. The conversation will also address the practical implications for merger timing, transaction costs, and the predictability of the U.S. merger review process.
Featuring:
- Logan Billman, Associate, Gibson Dunn
- Maxwell Gottschall, Associate, Sullivan & Cromwell LLP
- Jana Seidl, Senior Advisor for Competition and International Affairs, Office of Chairman Andrew N. Ferguson, Federal Trade Commission
- Shaoul Sussman, Partner and Co-Founder, Simonsen Sussman LLP
- (Moderator) Ashley Baker, Executive Director, Committee for Justice
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As always, the Federalist Society takes no position on particular legal or public policy issues; all expressions of opinion are those of the speaker.
