Article
What the courts did
On Feb. 12, Judge Jeremy Kernodle of the U.S. District Court for the Eastern District of Texas vacated the Federal Trade Commission’s 2024 overhaul of the Hart-Scott-Rodino premerger notification form. The U.S. Chamber of Commerce and other business groups had challenged the rule under the Administrative Procedure Act. The court found the FTC had not shown that the rule’s benefits reasonably outweighed its costs, and that the agency had not properly explained why it rejected less burdensome options.
The relief was short-lived. The FTC asked the district court on Feb. 17 to keep the rule in force during an appeal and was turned down on Feb. 18. Within hours it went to the Fifth Circuit, and on Feb. 19, just before the vacatur would have taken hold, the appeals court issued a temporary administrative stay that lasts until it says otherwise. It has not yet ruled on the FTC’s request for a longer stay pending appeal.
Why hospital leaders care
The expanded form, in effect since Feb. 10, 2025, requires details on officers and directors, organizational structure, the strategic rationale for a deal and more. The FTC itself estimated the average filing would take about 105 hours, compared with 37 under the old form. For health systems, that work lands on legal, finance and strategy staff at the same moment they are running diligence and negotiating terms.
The American Hospital Association filed an amicus brief opposing the rule, arguing that mergers often keep struggling hospitals open and that the added paperwork raises the cost of those transactions. AHA News reported that parts of the court’s reasoning, including its rejection of the FTC’s reliance on a hospital merger study, tracked arguments in that brief.
What to do now
- Keep using the current form. With the administrative stay in place, antitrust counsel are telling clients to plan on filing under the 2024 requirements in the near term.
- Build the timeline around the heavier burden. Assume the longer preparation time when setting signing and closing dates for any deal that crosses the reporting threshold.
- Document deal rationale early. Board materials that explain why a combination serves patients and communities will feed the filing and any later review.
- Do not read the ruling as a softer antitrust climate. The case concerns paperwork, not the FTC’s authority to challenge hospital mergers on substance.
The outcome of the appeal could still lighten the load for transactions later this year. Until then, the safest plan is to treat the expanded form as the rule.
Archive entry for Feb 21, 2026, added Nov. 11, 2026.