FTC Secures Largest Penalty to Date for HSR Violation

On July 13, 2026, two life sciences companies agreed to settle Federal Trade Commission (FTC) allegations of failing to comply with the Hart-Scott-Rodino (HSR) premerger notification requirements by making a combined payment of $12 million—$10 million by the acquiring party and $2 million by the acquired party. 

As noted in a related FTC press release, this penalty represents the largest payment to date for violating HSR’s notification requirements.

According to the complaint, the parties were accused of structuring their transaction in a manner designed to avoid HSR’s filing requirements. The transaction included the acquisition of a target company, as well as an investment in the target’s parent. Viewed separately, neither step in the transaction satisfied the HSR reporting threshold; however, the FTC alleged that the two steps were part of one deal and, when combined, exceeded the notification threshold.

The Proposed Final Judgment requires prior notice of any subsequent transaction involving the products at issue, mandates the implementation of an antitrust compliance program, and remains in effect for five years with respect to the acquiring party.

In the press release, FTC Chairman Andrew N. Ferguson stated that “[c]ompanies that try to sneak deals through without lawful FTC review should take notice.”