The American Hospital Association (AHA) and over three dozen organizations have voiced their support for a new Congressional Review Act (CRA) resolution to overturn the Federal Trade Commission’s (FTC) premerger notification rules. These rules, which took effect on February 10, 2025, significantly increase reporting requirements for mergers under the Hart-Scott-Rodino Act (HSR Act).
On February 12, 2025, the AHA and its allies submitted a letter to the House Judiciary Committee supporting CRA legislation introduced on February 11. The legislation aims to repeal the FTC’s updated premerger rules, which impose additional disclosure and compliance burdens on merging parties. The AHA has consistently opposed these changes, arguing that they increase costs without providing clear benefits.
In October 2024, the FTC issued final rules expanding premerger notification requirements under the HSR Act, with support from the Department of Justice. On January 10, 2025, the U.S. Chamber of Commerce and trade groups filed a lawsuit in the Eastern District of Texas to block the rule, arguing that it exceeds the FTC’s authority and imposes excessive burdens. Despite the legal challenge, the new rules took effect on February 10, 2025.
The revised rules mandate the submission of additional documents and detailed competitive information, extending the compliance period from a few days to approximately two to three weeks. Companies must now report acquisitions dating back five years. As a result, businesses are increasingly turning to alternative legal services to manage the added workload. More than three dozen organizations support repealing the rule.
“Invoking Congress’s prerogative as provided in the CRA will help clear the way toward re-establishing a predictable, efficient process for agency review of [merger and acquisition] activity,” the AHA and its allies stated in their letter. They also emphasized that “repeal also would save taxpayer money by mooting the legal challenges brought against the FTC by concerned plaintiffs.”
The revised rules introduce several key disclosure requirements. Companies must submit drafts of transaction-related documents, competition-related reports, and supervisory transaction documents. All foreign language documents must be translated before submission. Additionally, merging parties must disclose sales data, customer lists, supply relationships, and the identities of certain officers to address potential interlocking directorate concerns.
The rule changes considerably extend both the timeline and the cost of compliance, sparking concerns over the viability of smaller transactions. Many in the business community contend that the FTC’s approach places unnecessary burdens on companies without delivering significant antitrust benefits.
The AHA and other industry leaders are pushing back against the FTC’s enhanced premerger notification requirements, citing increased costs and compliance hurdles. While legal challenges to the rule are ongoing, Congress now has an opportunity to intervene through the CRA legislation.
The Federal Trade Commission (FTC) is a U.S. government agency responsible for promoting consumer protection and preventing anti-competitive practices in the marketplace.
The Hart-Scott-Rodino Act is a U.S. law that requires companies to file premerger notifications with the FTC and the Department of Justice to review certain mergers and acquisitions for potential antitrust concerns.
The CRA legislation aims to repeal the FTC’s new rules and restore a simpler merger review process.