The Federal Trade Commission (FTC) announced its annual update to the Hart-Scott-Rodino (HSR) filing thresholds. The new thresholds will take effect 30 days after publication in the Federal Register and will remain in effect until the next annual change in early 2025. See Federal Register: Revised Jurisdictional Thresholds for Section 7A of the Clayton Act.

What You Need to Know

• Are you involved in a merger, acquisition or other similar business arrangement approaching $100 million+ in value?
• Are you aware that transactions of that size may require a filing with the Federal Trade Commission and U.S. Department of Justice?
• Have you consulted with antitrust counsel concerning the possibility of having to do a mandatory merger review filing? 

The FTC has announced the annual updates to the Hart-Scott-Rodino (“HSR”) size thresholds, filing fees and the daily penalty for HSR violations. The updated thresholds and filing fees will be published in the Federal Register in the next few days, and will take effect 30 days after publication. See FTC Announces 2024 Update of Size of Transaction Thresholds for Premerger Notification Filings. The daily civil penalty amount was adjusted on January 10, 2024, pursuant to the Federal Civil Penalties Inflation Adjustment Act of 2015, which requires annual inflation adjustments based on a required formula. As a result, currently, the penalty is $51,744 per day up from $50,120. See Federal Register: Adjustments to Civil Penalty Amounts.

The FTC is required to revise the HSR thresholds annually based on the change in gross national product, and the new thresholds represent increases from 2023 thresholds. To determine whether an HSR filing is required, the increased thresholds are as follows:

In light of these increases, pending transactions may merit additional attention — the deal size increase of slightly more than $8 million could render a filing required under 2023 thresholds unnecessary, and similarly the increase in the party size thresholds, particularly as to the larger of the parties, where the threshold has increased by $6.3 million, may cause a different conclusion.

In addition, under the 2023 Consolidated Appropriations Act, the FTC is also required to revise the HSR filing fee structure. The FTC is required to increase annually the filing fees by an amount equal to the percentage increase, if any, in the consumer price index. The 2024 fee structure for HSR filings is as follows:

Finally, the 2024 thresholds regarding when interlocking directorates are illegal pursuant to Section 8 of the Clayton Act have also increased, to $48,559,000 (in aggregate capital, surplus and undivided profits) and $4,855,900 (in competitive sales). See Federal Register: Revised Jurisdictional Thresholds for Section 8 of the Clayton Act. These thresholds were published in the Federal Register and took effect on January 22, 2024.