The Federal Trade Commission (“FTC”) has announced revised thresholds for determining whether transactions need to be filed under the Hart-Scott-Rodino (“HSR”) Act, along with an updated HSR filing fee schedule. The new minimum “size of transaction” notification threshold for acquisitions of voting securities, assets, or controlling interests in non-corporate entities will be $126.4 million, an increase from the prior threshold of $119.5 million. The new thresholds and fee schedule will be effective February 21, 2025, 30 days after their publication in the Federal Register.
The FTC also announced an increase in the maximum daily civil penalty amount for HSR violations from $51,744 to $53,088 for each day of the violation. The new maximum applies to civil penalties assessed on or after January 17, 2025.
Finally, the FTC also announced slightly higher caps for the de minimis exceptions of Section 8 of the Clayton Act, which prohibits certain interlocking directorates between competing corporations. The new Section 8 exception levels became effective on January 22, 2025, when they were published in the Federal Register.
HSR Act Thresholds and Filing Fees
The HSR Act requires parties to certain mergers and acquisitions to notify the FTC and Antitrust Division of the U.S. Department of Justice (“DOJ”) and observe a waiting period (usually 30 days) prior to consummating a reportable transaction. The notification thresholds are adjusted annually based on changes in the gross national product, with the new, revised thresholds as follows:
| Threshold Type |
Original Base |
Current 2024 Threshold |
2025 Revised Threshold |
| Minimum size of transaction threshold |
$50 million |
$119.5 million |
$126.4 million |
| Size of transaction threshold below which the size of person test must also be satisfied |
$200 million |
$478 million |
$505.8 million |
| Smaller size of person test |
$10 million |
$23.9 million |
$25.3 million |
| Larger size of person test |
$100 million |
$239 million |
$252.9 million |
As shown in the table above, the new minimum “size of transaction” threshold is $126.4 million. For transactions not valued above $505.8 million, the parties will also need to meet the “size of person” test for an HSR filing to be required. That test will require one filing “person” to have annual net sales or total assets of at least $252.9 million (the larger size of person test) and the other filing “person” to have at least $25.3 million in annual net sales or total assets (the smaller size of person test), as reported on their most recent regularly-prepared balance sheet or income statement. However, if the “acquired person” is not “engaged in manufacturing,” the smaller size of person test will only be met if it has assets valued at more than $25.3 million.
The FTC also revises the HSR filing fee schedule annually based on changes in the gross national product and in the consumer price index. The new fee schedule, including adjusted valuation ranges that trigger specific filing fees, is as follows:
| 2025 Adjusted Size of Transaction |
2025 Adjusted Filing Fee |
| Less than $179.4 million |
$30,000 |
| $179.4 million or more, but less than $555.5 million |
$105,000 |
| $555.5 million or more, but less than $1.111 billion |
$265,000 |
| $1.111 billion or more, but less than $2.222 billion |
$425,000 |
| $2.222 billion or more, but less than $5.555 billion |
$850,000 |
| $5.555 billion or more |
$2,390,000 |
Section 8 Thresholds (“Interlocking Directorates”)
With certain exceptions, Section 8 of the Clayton Act prohibits a person from serving as a director or officer of two competing corporations at the same time, if each corporation has capital, surplus, and undivided profits above an annually adjusted threshold. Effective January 22, 2025, this threshold is now $51,380,000.
Section 8 does not prohibit an interlock if:
- The “competitive sales” of either corporation are less than 2 percent of that corporation’s total sales;
- The “competitive sales” of each corporation are less than 4 percent of that corporation’s total sales; or
- The “competitive sales” of either corporation are less than an annually adjusted threshold. Effective January 22, 2025, this threshold is now $5,138,000.
New HSR Filing Requirements
A set of sweeping new HSR requirements announced by the federal antitrust agencies in October 2024 is currently set to go into effect on February 10, 2025. That date is likely to hold absent a joint congressional resolution of disapproval pursuant to the Congressional Review Act or court intervention. Notably, on January 10, 2025, the Chamber of Commerce of the United States of America, Business Roundtable, American Investment Council, and Longview Chamber of Commerce challenged the new HSR rules in federal court. The complaint requests, among other things, that the new HSR rules be set aside and that the FTC be enjoined from enforcing the new rules.
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Application of the HSR Act and its implementing rules, as well as Section 8 of the Clayton Act, can be complex. Our antitrust practice group includes attorneys, including several who served at the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice, with decades of experience in advising on HSR matters. Our team can provide detailed and practical insight into how these rules apply to various types of entities and transactions.
If you have any questions concerning the material discussed in this client alert, please contact the members of our Antitrust/Competition practice.
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