The U.S. Chamber of Commerce and other groups challenging the Federal Trade Commission's recent overhaul of its premerger reporting requirements told a Texas federal court the changes create an unnecessary burden for thousands of deals that raise no competition concerns.

The business groups filed a brief Tuesday backing their bid for summary judgment on the claims challenging the changes, the first in the statute's nearly 50-year history. The modifications increased the amount of up-front information merging companies are required to provide during the initial stages of a review.

Congress created the premerger notification system through the Hart-Scott-Rodino Act of 1976, and the groups said lawmakers have sought to ensure that it imposes as little burden as possible on the vast majority of "lawful and economically beneficial" transactions captured by the regime.

"The FTC has no such restraint," the reply brief said. "It does not dispute that the rule's new requirements will severely burden thousands of perfectly lawful transactions every year, but cannot point to any actual evidence for why it needed those new requirements to identify the small percentage of transactions that warrant additional scrutiny — and even claims it does not need any such evidence at all."

The Chamber asked the court for summary judgment in August, contending the FTC had fundamentally misread language in the HSR Act calling for enforcers to require information "necessary and appropriate" to assess whether a transaction would violate antitrust law.

The commission responded that Congress specifically required it to pass a rule creating the premerger notification form and argued that it has discretion to determine the scope of information enforcers need to review transactions. The commission added that it had explained the need for the changes to the original notification form and provided rationale for each provision of the new form.

But the groups said in their reply brief Tuesday that the agency couldn't point to an analysis that shows the benefits of the changes outweigh the burden they create on merger and acquisition activity, which they said is needed to determine whether the changes are "necessary and appropriate."

Instead, the brief said the commission relies on unsupported statements in the rule implementing the changes that say the agency considered the costs and burdens.

"The act requires the FTC to determine ex ante whether each additional requirement will improve the FTC's ability to conduct the initial screen to an extent that justifies the burdens imposed by that requirement," the reply brief said. "The commission entirely failed to perform that analysis."

The groups argued that the commission also failed to abide by the "basic requirements of reasoned agency decisionmaking" when implementing the changes. They attacked the FTC's method for estimating the direct cost of the changes, which the brief said is based on a survey of 15 agency attorneys.

The Chamber conducted its own survey of 70 in-house and outside antitrust practitioners, which resulted in drastically different estimates. The commission survey estimated that the new forms would add just 68 hours of work compared with the old form, while the Chamber's survey included estimates that a draft version of the changes would add 241 hours per filing.

The brief said that the commission has tried to explain this disparity with the changes it made to the final rule but that the final version included 20 of the 34 proposed additions, "including some of the most time-intensive ones."

"It does not take a statistician to recognize that the FTC's estimate was not reliable," the brief said.

The groups said the commission failed to consider the changes' indirect consequences, including increased financing costs, jeopardized deal terms and the risk of confidentiality breaches. Meanwhile, the brief said, the agency "unreasonably overstated" the benefits of the changes and failed to show they were needed.

"In short, the FTC urges the court to simply take it at its word that the rule is justified," the reply brief said. "That is not how the [Administrative Procedure Act] works."

The Chamber is suing the FTC with help from the Longview Chamber of Commerce in Texas, along with Business Roundtable and private equity group American Investment Council. The commission has said the changes were needed to plug holes in the prior notification regime and to make merger reviews more efficient.

Critics have argued that the new rule amounts to an unnecessary and dramatic increase in the work it takes to prepare merger notifications, even for deals that raise no competitive concerns.

The brief on Tuesday also opposed the FTC's cross-motion for summary judgment that argued the business groups lack standing to sue because none of the members of the Longview chamber are engaged in or contemplating an HSR Act-reportable transaction.

The brief said the commission is asking the court to ignore declarations from the Longview chamber that say five specific members plan to engage in merger activity and are thus directly affected by the rule.

"The FTC claims that these injuries are still too speculative, and that plaintiffs must at least show that a member is in 'active negotiations,'" the reply brief said. "The FTC cites no case supporting that requirement for parties directly regulated by a rule, and it is contrary to Fifth Circuit precedent approving regulated parties' showing of injury on comparable assertions."

The FTC has sought to transfer the case from Texas to Washington, D.C., arguing the only anchor to Texas — the Longview chamber — is bringing "speculative" claims about the potential impact of the changes on its members. The groups have resisted the transfer, while the FTC has also called for discovery to probe whether any members face the imminent threat of harm needed to establish standing to sue.

An FTC representative declined to comment Wednesday. Representatives for the Chamber did not immediately respond to a request for comment.

The business groups are represented by Michael E. Jones and Shaun W. Hassett of Potter Minton PC, Jeffrey B. Wall, Judson O. Littleton and Maxwell F. Gottschall of Sullivan & Cromwell LLP and Jordan L. Von Bokern and Audrey Dos Santos of the U.S. Chamber Litigation Center.

The FTC is represented by its own Lucas Croslow, H. Thomas Byron III, Mariel Goetz and Benjamin F. Aiken.

The case is Chamber of Commerce of the United States of America et al. v. Federal Trade Commission et al., case number 6:25-cv-00009, in the U.S. District Court for the Eastern District of Texas.