Key points

• The expanded Hart-Scott-Rodino (HSR) form took effect in February 2025 and asks for substantially more information than its predecessor, including narrative descriptions of overlaps and supply relationships.
• Preparation now takes longer and involves more people. Teams that start early and assign clear owners have avoided delays at signing.
• The agencies have looked closely at filings and have rejected filings they considered incomplete, so accuracy and completeness matter more than speed.
• Documents prepared for the board and for deal approval are part of the filing and shape the agencies’ first impression of the deal.
• Build HSR work into the deal timetable from the first draft of the term sheet, and treat the filing as a substantive document rather than a form.

What changed

The Federal Trade Commission’s rule revising the premerger notification form took effect in February 2025. The revised form requires merging parties to explain the transaction rationale, describe their overlaps and supply relationships in narrative form, identify officers and directors, disclose prior acquisitions in overlapping areas, and provide certain plans and reports, including those prepared for the board or for senior leadership. The agencies said the changes would let them identify competitive concerns earlier in the 30-day initial waiting period.

The FTC estimated that completing the new form would take parties considerably more time than before, and deal teams generally agree. The early termination of waiting periods, which had been paused, was reintroduced alongside the new form, which has been welcomed, although it remains discretionary.

What deal teams have learned

Start earlier. Where a filing used to be prepared in days after signing a letter of intent, deal teams now allow weeks. The new form can require information from people in several business units, and often from outside the legal and finance functions. Teams that delayed assembling it found it hard to catch up.

Assign owners. A named person in each party should be responsible for the narrative descriptions, the document search and the verification of data. Because the form has to be certified, the individual who signs it needs confidence in the process behind it.

Invest in the overlap narratives. The new descriptions of horizontal overlaps and of supply relationships are the agencies’ first view of the competitive landscape. Statements that are vague or inconsistent with other documents invite questions. They should be reconciled against the ordinary-course documents the parties already hold.

Documents and their audience

The form asks for plans and reports that analyze competition, markets or synergies, and, for the first time, for certain additional materials prepared by or for supervisory deal team leads. Board presentations, investment committee papers and internal emails describing the deal rationale are therefore likely to be read early by an agency. Teams should treat the drafting of those materials with care, and should not rely on the idea that a document is informal. The aim is accuracy and clarity, not self-censorship, and guidance on how to describe competition and market position without exaggeration or loose language remains the best advice.

For private equity sponsors, the form also asks for information about the acquiring entity’s ownership, including minority holders and, in some cases, limited partners, which has prompted new conversations with investors about information sharing.

Agency scrutiny of filings

The agencies have been willing to treat filings as deficient where parts of the information were omitted or insufficiently explained, which restarts the waiting period or delays it from starting. Parties should assume that the agencies will check for errors and compare statements to documents. Where there is uncertainty about whether a question applies, parties may consult the agency staff and document the reasoning.

Timing and deal planning

Deal agreements have adapted. Many parties now allow longer periods after signing to file, and specify the standard of cooperation each side must provide. Outside dates have lengthened in transactions with overlaps. Where the competitive review is likely to be extended, parties should consider whether to engage the agencies before filing and whether to propose remedies early.

Buyers should also take account of other jurisdictions. Parallel reviews in the European Union, the United Kingdom and elsewhere can run on different timetables, and the information in each filing should be consistent. See our related note on call-in powers for below-threshold deals.

A checklist

Map HSR work onto the deal plan before signing. Identify custodians and documents early. Draft the overlap and supply relationship narratives with business input and legal review. Verify data across systems. Prepare a process record showing how the certification was supported. Decide in advance how to handle follow-up questions from agency staff.

Looking ahead

The agencies continue to refine their approach, and legal challenges to the rule, as well as possible changes under new leadership, mean the details may change. For now, deal teams should plan on the assumption that the more demanding form is here to stay.

Lucia Ferrante in Brussels and Miriam Okafor-Lindqvist in New York advise buyers, sellers and sponsors on merger control strategy and the preparation of HSR filings. Our Antitrust & Competition and Mergers & Acquisitions practices work together on every filing.