The Federal Trade Commission and the Department of Justice’s Antitrust Division launched a joint public inquiry to evaluate the effectiveness of premerger reporting requirements established by the Hart-Scott-Rodino Antitrust Improvements, or HSR, Act.
The agencies are seeking public comment on the updated HSR premerger notification form, which took effect in February 2025 but was vacated by a federal district court in February 2026, the FTC said Wednesday. A U.S. Court of Appeals later denied the commission’s motion for a stay pending appeal, prompting regulators to revert to a prior reporting form.
Why Are FTC and DOJ Reviewing HSR Reporting Requirements?
According to the FTC, the agencies are assessing whether the updated requirements improved their ability to identify potentially anticompetitive mergers and determine more quickly whether to issue a request for additional information, known as a Second Request.
The agency also maintains that the previous form, which has been in place for nearly 50 years, does not provide sufficient information to assess modern mergers and acquisitions and said it is considering initiating a new rulemaking process regardless of the litigation outcome.
Additionally, through the joint public inquiry, the agencies want to hear from industry whether the updated reporting requirements impose burdens on companies that outweigh their usefulness and whether refinements are needed to better balance compliance costs with enforcement needs.
What Changes Are Agencies Considering for HSR Reporting?
The FTC and DOJ are reviewing potential updates to address emerging issues in merger oversight.
Areas under consideration include disclosures related to foreign ownership and compliance with the Committee on Foreign Investment in the United States, transactions involving Department of War supply chains, and guidance on the “solely for the purpose of investment” exemption.
The agencies are also examining non-traditional deal structures, such as “acquihires” and convertible securities, structural transaction modifications and acquisitions of single-family housing by institutional investors.
Public comments on the HSR inquiry are due by May 26.
