CFJ Urges FTC and DOJ to Return HSR Filings to Their Statutory Purpose
- Ashley Baker
- 3 days ago
- 2 min read
FTC Docket ID: FTC-2026-0298
The Committee for Justice has submitted comments to the Federal Trade Commission and Department of Justice in response to their Request for Information (RFI) on potential revisions to the Hart-Scott-Rodino (HSR) Premerger Notification and Report Form.
CFJ argues that the agencies should use this opportunity to abandon the expansive approach embodied in the FTC’s 2024 HSR Final Rule and instead restore the premerger notification process to its original statutory function: a narrowly tailored screening mechanism designed to identify transactions that may warrant further investigation.
As CFJ explains, the Eastern District of Texas recently vacated the 2024 Final Rule, concluding that the agencies exceeded their statutory authority and failed to adequately justify the rule’s substantial compliance costs. Rather than attempting to revive the vacated rule through piecemeal revisions, the agencies should recognize the limits Congress placed on their authority under Section 7A of the Clayton Act and require only the information that is “necessary and appropriate” to conduct an initial review of a proposed transaction.
The comments emphasize that the overwhelming majority of reportable transactions never receive a Second Request or enforcement challenge. Yet the 2024 rule imposed extensive new narrative requirements, expanded document production obligations, and burdensome ownership disclosures on every filer regardless of competitive risk. According to the agencies’ own estimates, the revised form would have nearly tripled the time required to prepare an HSR filing, imposing hundreds of millions of dollars in additional compliance costs while producing little evidence of corresponding enforcement benefits.
CFJ recommends retaining only those reforms that are either expressly required by Congress or clearly tied to legitimate antitrust needs, such as foreign-subsidy disclosures, electronic filing, and limited interlocking-director disclosures. The organization further urges the agencies to adopt safe harbors and streamlined disclosure requirements for transaction categories that rarely raise competitive concerns, including certain vertical mergers and transactions involving de minimis overlaps.
Finally, CFJ argues that any future rulemaking should be accompanied by a rigorous, transparent cost-benefit analysis and supported by empirical evidence demonstrating that additional filing requirements actually improve merger enforcement outcomes. Where the agencies need more information in a particular transaction, targeted tools such as Voluntary Access Letters provide a more lawful and efficient alternative than imposing litigation-style discovery obligations on every merging party.
The agencies now face a choice: return the HSR process to the focused screening mechanism Congress intended or continue pursuing the expansive regulatory approach that courts have repeatedly rejected. CFJ urges them to choose the former.
Read the full comments here:
