The federal premerger notification program administered under the Hart-Scott-Rodino (HSR) Act recorded just 89 transactions in March 2025, marking the lowest monthly filing total in nearly five years. This downturn is the most significant since April 2020 (72 filings) and May 2020 (57 filings), during the height of COVID-19’s initial economic disruption.
This significant drop follows the implementation of sweeping regulatory changes in February 2025 by the Federal Trade Commission (FTC) and the Department of Justice (DOJ). These changes introduced a more complex, time-intensive, and costly process for filing mergers and acquisitions, altering the dynamics of deal-making activity across the U.S.
Regulatory Reforms Reshape Transaction Landscape
Among the most consequential changes were the expansion of disclosure requirements in the HSR filing process. The revised form now mandates detailed narrative descriptions regarding competitive overlaps, supply relationships, deal rationale, and ownership structures. These additions, along with broader document production obligations and heightened scrutiny of private equity interests, have significantly extended the time needed to complete filings, estimated to have increased by more than 60 hours on average.
Compounding the effect of these reporting changes, the size-of-transaction threshold for required filings was raised from $119.5 million to $126.4 million in February. This change removed a sizable number of transactions from the HSR review process altogether. Additionally, the filing fee structure was updated, introducing higher costs that now range from $30,000 to $2.39 million, depending on the deal size.
Broader Impacts and Legal Uncertainty
Legal challenges have also contributed to the slowdown. A lawsuit filed earlier this year by a major business advocacy group is currently contesting the new requirements, arguing that the added burdens are excessive and raise potential legal risks for companies submitting sensitive business data.
The FTC’s announcement that it would resume granting early terminations of the statutory waiting period for some transactions was expected to provide some relief. However, this policy shift has not yet had a measurable impact on transaction volume, as reflected in the March data.
Outlook
The March 2025 HSR figures follow a relatively active start to the year, with 230 filings in February and 178 in January. The sharp decline in March suggests that companies are pausing or reevaluating planned mergers due to the new compliance environment.
Given the convergence of regulatory hurdles, legal uncertainty, and increased transaction costs, deal activity may continue to be subdued in the near term. The market’s adjustment to these new norms could lead to more selective filing behavior, with smaller or non-urgent deals potentially shelved until there is greater clarity or procedural efficiency.
Transaction Charts
Taken from the latest published Hart-Scott-Rodino (HSR) Premerger Notification monthly transactions as shared by the Federal Trade Commission (FTC) and augmented by released annual reports, the following transaction charts may be useful for law firms, legal departments, and legal service providers seeking to understand the real-time pulse rate of Hart-Scott-Rodino Act mandated transaction reviews. As these reviews may lead to Second Requests, the charts may also be useful as a baseline for considering provider assertions regarding the depth, breadth, and volume of their Second Request support for this unique type of eDiscovery during specific time frames.
Chart 1: HSR Act Annual Transactions Reported in Fiscal Years 2000 – 2025*/**
HSR-Act-Merger-Transactions-Reported-March-2025-Aggregate-UpdateChart 2: Monthly HSR Act Transactions Reported in the Fiscal Year 2025 (October-September)*
HSR-Act-Merger-Transactions-Reported-March-2025-By-Month-UpdateChart 3: Monthly HSR Act Transactions Reported in the Fiscal Year 2020 – Initial Pandemic Economic Impact in April and May**
HSR-Act-Merger-Transactions-Reported-FY-2020-Pandemic-Impact*Monthly Real-Time Reporting – First Report is October 2019 (Monthly Running Report)
**Based on Annual Reporting as Represented in Final Annual HSR Transaction Reports.
News Sources
- Premerger Notification Program | Federal Trade Commission (ftc.gov)
- HSR Act Updates – Updated Thresholds and a Legal Challenge to the HSR Amendments (Stinson LLP Law Firm)
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Source: HaystackID with permission from ComplexDiscovery OÜ
