New HSR Rules Are Dead? Long Live the Old HSR Rules

Authors: Bernard (Barry) A. Nigro Jr., Kathy O'Neill, Aleksandr B. Livshits, Shawn Johnson, Harrisson C. Kummer

As of today, the "new" HSR rules that took effect on February 10, 2025 are no longer in effect. Yesterday, the Fifth Circuit denied[1] the FTC's motion to stay the district court's order vacating the new HSR rules on the grounds that they exceeded the FTC's authority.[2] As a result, the FTC has indicated that parties may submit new filings using the old HSR form that was in effect prior to February 10, 2025. Those prior requirements generally called for less information and fewer documents than the new rules, making filings under the old rules typically less time-intensive and less costly to prepare.

This is not the end of the story. The FTC's appeal remains pending, but the denial of the stay suggests that the Fifth Circuit panel is receptive to the challenger's arguments that these rules impose a significant burden and should be permanently vacated. Fried Frank will continue to monitor developments and provide updates as the case progresses.

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