The stay pauses litigation over the 2025 HSR form while the FTC and DOJ consider revisions.
By Kyra K. Bromley, Patrick C. English, and Peter M. Todaro
On May 26, 2026, the Fifth Circuit granted the US government’s unopposed motion to stay proceedings in Chamber of Commerce v. FTC (No. 26-40094) through December 31, 2026. The stay pauses litigation over the HSR form that took effect in February 2025 and significantly expanded premerger notification requirements. During the stay, the Federal Trade Commission (FTC) and Department of Justice (DOJ) will consider revisions.
Although there is no change to the filing procedure at this time, the stay signals a potential shift in the agencies’ approach to merger review. The agencies may move toward a more targeted framework that reduces compliance burdens for non-problematic transactions while focusing resources on deals that are more likely to raise substantive antitrust concerns.
Link to The FTC’s Motion: Reasons for the Stay The FTC’s Motion: Reasons for the Stay
On May 18, 2026, the US government filed an unopposed motion requesting that the appeal be placed in abeyance while the FTC and DOJ consider revisions to the challenged rule. This came after the Fifth Circuit initially declined to enter a stay in March 2026 — a decision promptly followed by a published request for information (RFI) from the agencies soliciting public comments on how to “reduce the burden for non-problematic transactions” based on implementation lessons.
The motion also signaled the FTC’s current leadership’s openness to reducing filing burdens. FTC Chairman Andrew Ferguson had previously noted that “experience almost certainly will reveal that the Final Rule can be improved” and expressed a preference for “deeper cut[s]” to the new reporting requirements. These comments suggest that forthcoming revisions may scale back the 2025 HSR form’s expanded disclosure obligations.
Link to What’s Next? What’s Next?
The immediate takeaway is that there is no change to the current filing procedure — the Pre-merger Notification Office will continue to accept HSR filings using the pre-2025 form. The agencies aim to publish a notice of proposed rulemaking by the end of the year, after considering public comments from the RFI process.
We will continue to monitor developments and provide updates. Please reach out to your Latham contact if you have questions about how this update may affect your deal.