Federal Trade Commission and Department of Justice Seek Public Comment on the Premerger Notification and Report Form

Today, the Federal Trade Commission (Commission) and the Department of Justice's Antitrust Division (DOJ) (together, the Agencies) launched a joint public inquiry regarding the effectiveness of the Hart-Scott-Rodino Antitrust Improvements Act's (HSR Act) premerger reporting requirements. The joint public inquiry requests public comment on the effectiveness of the updated version of the HSR form, which took effect in February 2025 (Updated Form).

The Updated Form was in place for over a year. In February 2026, a federal district court vacated the Updated Form; earlier this month, a U.S. Court of Appeals denied the Commission's motion for a stay pending appeal. As a result, the Agencies are now accepting HSR filings using the same Form and Instructions that were in place before the Updated Form took effect. The Agencies will also continue to accept HSR filings made pursuant to the Updated Form and Instructions should filers voluntarily submit them.

The Commission continues to believe that the prior, nearly 50-year-old form is insufficient to review modern mergers and acquisitions. Regardless of the outcome of the litigation challenging the Updated Form, the FTC is considering engaging in a new rulemaking process.

Through the joint request for information, the FTC and DOJ seek to understand whether the requirements of the Updated Form effectively fulfill their intended purpose to:

• Enable the Agencies to identify potentially anticompetitive mergers more efficiently; and
• Allow the Agencies to more quickly determine whether a deal would require the issuance of Second Requests to conduct an in-depth antitrust investigation.

Under the HSR Act, parties to certain mergers and acquisitions are required to submit premerger notification forms that disclose certain information about their proposed deal and business operations. The Agencies use this information to conduct a premerger assessment in the short time allowed under the HSR Act, typically 30 days.

In the joint request for information, the Agencies want to ensure that the requirements of the Updated Form do not impose burdens on filers that outweigh the usefulness of the information provided to the FTC and DOJ. As elaborated in more detail in the RFI, the Agencies are also evaluating whether additional modifications to the Updated Form may be warranted to address developments affecting the HSR review process that have emerged over the past year.

The Agencies seek to gather feedback from the public on the implementation, effects, and potential areas for further refinement of the Updated Form. The Agencies ultimately seek to reduce the burden for non-problematic transactions while also making necessary updates informed by lessons learned from experience with the Updated Form.

Comments can be submitted at Regulations.gov and must be received no later than May 26, 2026. The information will be used by the Agencies to inform future actions related to the premerger notification and report form.