Overview
On August 1, 2025, the U.S. Chamber of Commerce (Chamber), joined by several trade associations, filed a motion for summary judgment in its lawsuit against the Federal Trade Commission (FTC), seeking to roll back the Commission’s recently overhauled Hart-Scott-Rodino (HSR) premerger filing requirements, which took effect on February 10, 2025. The new HSR rule, which remails in full effect while the litigation plays out, marks the most significant update to the HSR framework since the statute’s enactment in 1976.
As we discussed in a previous post, the revised requirements substantially increase the time, effort, and resources necessary to prepare a merger filing. For example, merging parties are now required to submit with their HSR filing narrative explanations of transaction rationale, strategic overlaps in products or supply chains, identities of key officers, directors, and additional information about certain minority investors, as well as top customer lists and other pertinent ordinary‑course documents. Under the prior rule, the FTC and DOJ would obtain this type of information through Voluntary Request Letters or Second Requests directed only at merging parties whose filings raised potential anticompetitive concerns, not burden the great majority of filers whose deals pose no antitrust risks.
In its motion for summary judgment, the Chamber alleges that the FTC has exceeded its statutory authority under the HSR Act and that the new HSR rule “is arbitrary and capricious” in violation of the Administrative Procedure Act (APA). The Chamber asserts that the FTC misinterprets the language of the HSR Act and that the agency cannot require such extensive disclosures from all HSR filers as doing so imposes substantial costs to the merging parties and does not materially aid the agency’s ability to identify problematic transactions. The motion asserts that “[t]he HSR Act’s ‘necessary and appropriate’ language does not broaden but rather constrains the FTC’s authority, prohibiting it from demanding certain documents or information from all HSR filers if doing so would impose significant costs while doing comparatively little to enable the agency to determine whether to issue a second request.”
Notably, the FTC adopted the new rule in October 2024 with unanimous bipartisan support. Then Commissioner Andrew Ferguson and Commissioner Melissa Holyoak, both of whom had previously expressed skepticism toward expansive agency rulemaking, voted in favor of the rule. In his concurring statement, Commissioner Ferguson emphasized that while the FTC had previously pushed rules beyond its statutory authority, “today’s Final Rule is plainly authorized by a valid grant of authority from Congress.”
After assuming the role of Chair, Ferguson reaffirmed his position. In a social media post marking the rule’s effective date, he described the updates as "long overdue" and "the product of bipartisan consensus," framing the new rule as a way to identify anticompetitive mergers more efficiently while expediting review of beneficial transactions. Chairman Ferguson acknowledged in later remarks that "if, over the course of time, it becomes clear that the information that they require companies to turn over isn't useful, or it becomes clear that the burden, the cost, isn’t justified by the benefit, Gail Slater at DOJ and I can put our heads together and come up with potential reforms." For now, however, the FTC is standing by the new rule.
In response to the plaintiff’s motion for summary judgment and the FTC's motion to dismiss and transfer the case, District Judge Jeremy D. Kernodle issued an order setting oral arguments to address the pending issues for October 2, 2025.
While the lawsuit remains pending, the FTC has not issued much formal, substantive guidance for complying with the complex new rule. Although the FTC's Premerger Notification Office (PNO) has issued guidance on the new filing requirements, including a tip sheet for reporting NAICS codes, a Q&A outlining changes to the HSR Form, and a "What Filers Need to Know" document intended to assist merging parties, many questions remain. Since the new rule took effect, the FTC has published a number of "informal interpretations" offering guidance from PNO staff on how the new HSR rule apply to specific fact patterns. While some of these interpretations have broader applicability, for example, clarifying that only customer names are required when submitting top 10 customer lists, others address narrow, fact-specific inquiries raised by merging parties. As parties continue to navigate the revised requirements, additional questions will emerge. There is one bright note for filing parties, however: the FTC and DOJ have reinstated early termination, so that transactions presenting no competition issues can get clearance faster in many instances.
For entities contemplating transactions, the immediate takeaway is that HSR filings require significantly greater preparation, time, cost, and internal coordination than previously, even for deals unlikely to raise substantive antitrust concerns. The Chamber's lawsuit introduces some uncertainty. If successful, it could narrow the FTC's authority and reshape future rulemaking. But until this case is resolved, parties should comply with the expanded disclosure requirements under the new rule. While Chair Ferguson has acknowledged the possibility of future reforms if the burdens prove disproportionate, the FTC appears to be firmly committed to the current framework until experience shows otherwise or until ordered by the court in the current litigation. Transacting parties should anticipate longer lead times for filing preparation and monitor the October hearing for potential shifts in the legal landscape.
