As required by the HSR Act, on January 22, 2024, the U.S. Federal Trade Commission (“FTC”) released its annual adjustments to the reporting thresholds and filing fees. The key number to remember is now $119.5 million. Note, this is an increase from the $111.4 million threshold in 2023. Generally, transactions valued in excess of $119.5 million must be reported and cleared by federal antitrust authorities before the transaction may close. The new thresholds will become effective 30 days after publication in the Federal Register (which is expected on or about January 23, 2024 and would make the effective date February 22, 2024). The revised thresholds will apply to all transactions that close on or after the effective date.

Each year, the FTC adjusts the reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) based on changes in gross national product. On January 22, 2024 the FTC announced the revised thresholds. Below are the current and new thresholds:

The practical effect of this change is that transactions valued in excess of $119.5 million will be subject to the reporting and waiting requirements of the HSR Act. In general, the size-of-parties test will be satisfied only if one party to the transaction has annual net sales or total assets of $23.9 million or more and the other party has annual net sales or total assets of $239 million or more.

The interlocking directorate thresholds under Section 8 of the Clayton Act have also been adjusted to account for changes in the gross national product (unlike the HSR Act thresholds, these adjusted thresholds take effect immediately). Section 8 may preclude a person from serving as an officer or director of two competing corporations when (1) each of the competing corporations has capital, surplus, and undivided profits aggregating more than $48,559,000, and (2) each corporation’s competitive sales are at least $4,855,900.

The FTC also has announced changes to the filing fee structure under the HSR Act in accordance with the Merger Filing Fee Modernization Act (the “MFFMA”). The revised HSR filing fee schedule will become effective 30 days after publication in the Federal Register (which is expected to be on or about January 23, 2024 and would make the effective date February 22, 2024), is as follows:

On January 10, 2024, the FTC also announced that the maximum civil penalty amount has increased from $50,120 to $51,744 per day for certain violations of the FTC Act and HSR Act.

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