The Hart-Scott-Rodino (HSR) Act requires parties to transactions that meet certain thresholds to notify the Department of Justice (DOJ) and Federal Trade Commission (FTC) and observe a waiting period prior to closing unless certain exemptions apply. These thresholds are adjusted annually based on U.S. economic growth. In addition, and for the first time, based upon a law that became effective in 2023, HSR filing fees are also being annually adjusted. This year, HSR thresholds and most HSR filing fees will significantly increase.
The revised thresholds – which will become effective sometime during late February 2024, 30 days after they are published in the Federal Register, are:
Size-of-Transaction Test: The threshold used in the size-of-transaction test will increase from $111.4 million to $119.5 million.
Size-of-Persons Test: The sales and assets thresholds used in the size-of-persons test will increase from $22.3 million to $23.9 million and from $222.7 million to $239.0 million, respectively. The size-of-transaction threshold above which the size-of-persons test no longer applies will increase from $445.5 million to $478.0 million.
Greater Notification Thresholds: These thresholds, which apply to subsequent acquisitions of voting securities made within five years after expiration or termination of the waiting period of a previous HSR filing for an acquisition of voting securities from the same issuer, were revised as follows:
Penalty for HSR Violations: The maximum daily civil penalty for HSR violations is also annually adjusted. The maximum daily penalty for HSR violations has increased from $50,120 to $51,744.
Filing Fee Thresholds: HSR filing fees and filing fee thresholds will be revised as follows:
