# Hart-Scott-Rodino Act **Signed:** September 30, 1976, by Gerald Ford (Pub. L. 94-435) · **Sponsors:** Sens. Philip Hart and Hugh Scott, Rep. Peter Rodino The Hart-Scott-Rodino Antitrust Improvements Act built the machinery of modern merger control. Its core, Title II, created **premerger notification**. Parties to any deal above a statutory size threshold must: - file with the [[FTC]] and the [[Antitrust Division]] - wait (normally 30 days) before closing During that window either agency can issue a **Second Request**, a demand for documents and data that stops the clock until the parties comply. **Title III** gave state attorneys general *parens patriae* authority to sue for antitrust damages on behalf of their residents. That provision was a footnote for decades. It now underwrites the state-led enforcement that has split from federal policy since 2025, most visibly in the [[Live Nation Antitrust Case]]. ## How it changed merger enforcement Before HSR, the government found out about mergers after they closed and had to sue to unwind them, which was slow and usually lost in practice. Afterwards, the agencies review deals *before* closing and control the timing. A Second Request costs the parties months and millions of dollars, so most would rather negotiate a remedy than fight. That timing lever is what made the modern **consent-decree** system possible. It also means the *absence* of a Second Request is itself a policy choice. Most deals clear without one. **Scale (FY2024):** **2,031** transactions were reported and **59** got Second Requests (FTC 30, DOJ 29). That is about **3%** of the deals the agencies counted. **2026 numbers** (effective Feb. 17, 2026): - The size-of-transaction threshold is **$133.9 million**. - Filing fees run from **$35,000** for deals under $189.6 million to **$2.46 million** for deals of $5.869 billion and up. ## The 2024 form overhaul and its vacatur The Khan-era FTC rewrote the HSR form in 2024. The new form took effect **February 10, 2025** and required far more disclosure: deal rationales, overlaps, supply relationships, and officer and director ties. - **Challenge.** The U.S. Chamber of Commerce, the [[Business Roundtable]] and private-equity trade groups sued in *Chamber of Commerce v. FTC* (E.D. Tex.). - **Vacatur (Feb. 12, 2026).** Judge Jeremy Kernodle **vacated the rule**. He held that the FTC had not shown its benefits reasonably outweighed its costs, and stayed his order for seven days. - **Reversion (Mar. 19, 2026).** The Fifth Circuit refused a stay pending appeal, and filers went back to the pre-2025 form. - **Pause (May 2026).** The Ferguson FTC asked to hold its own appeal in abeyance through year's end while it and DOJ consider a new rulemaking. The Paul Weiss memo is the only source for this so far. The open question for a replacement rule is whether it will reach **acqui-hires and AI licensing-and-talent deals**, which are structured to fall below the reporting thresholds. ## See also - [[US Antitrust and Monopoly Timeline]] · [[Merger Guidelines]] · [[Clayton Antitrust Act]] - [[FTC]] · [[Antitrust Division]] · [[Andrew Ferguson]] · [[Lina Khan]] - [[Live Nation Antitrust Case]] · [[Antitrust]]