HSR Rollback: A Necessary Check on FTC Overreach

In a significant check on regulatory overreach, a federal court decision has just undone one of the Federal Trade Commission’s (FTC) most sweeping recent actions. On March 19, the U.S. Court of Appeals for the Fifth Circuit rejected the FTC’s request to stay a lower court ruling that had halted the agency’s pre-merger reporting requirements issued by the Biden administration under the  Hart-Scott-Rodino (HSR) Act, which had been in effect since February 2025. For now, companies may return to the older and simpler filing system, avoiding burdensome rules and regulations. This decision reflects real reform and meaningful progress in reducing regulatory inconvenience and restoring balance to antitrust policy.

In 2024,  the FTC published new HSR forms, the first significant overhaul of these forms in 45 years. The new forms required extensive documentation and disclosures, including detailed narratives about competition—predicated on the argument that such measures were necessary due to evolving technologies and markets. The goal was for the FTC and DOJ to better detect anticompetitive mergers within the initial 30-day waiting period.

The implementation of excessive regulatory burdens negatively affects all parties involved. The FTC found that the 2024 overhaul would add about 68 additional hours per filing, equating to around $40,000 per deal, or approximately $139 million annually. Because 98 percent of filings never receive deeper investigation, this sweeping policy would have caused many companies whose mergers are harmless and definitively legal to produce vast amounts of unnecessary information. 

In February, a federal district court found that the FTC exceeded its legal authority under the HSR Act and the Administrative Procedure Act. The FTC asked the Fifth Circuit to stay that decision, which would have allowed the agency to continue enforcing the rule while the appeal was pending. However, the Fifth Circuit rejected the FTC’s request.

Ending the Biden-era HSR regime will likely make mergers and acquisitions more efficient and stimulate business growth . The market functions best when it functions freely and without excessive regulation. Yet, there has been an increased push from both political parties toward more aggressive antitrust enforcement, despite political differences. For example, the Biden and Trump administrations targeted major tech companies like Amazon, Apple, Google, Meta, and Microsoft in an attempt to crack down on disfavored business practices. The bipartisan push towards greater enforcement risks discouraging innovation and investment, preventing businesses from operating at their full capabilities.

Antitrust enforcement tools such as investigations and second requests are already in place. The addition of broad and one-size-fits-all requirements imposes complexities onto routine transactions, negatively affecting all parties involved. The tools already available should be used to address antitrust concerns. Otherwise, excessive regulation will continue to limit growth and undermine the competition antitrust laws are designed to protect.