Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the Act), parties to certain mergers or acquisitions must notify the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ) and observe a waiting period before closing. This notification program allows the FTC and DOJ to evaluate potential anticompetitive effects of a proposed transaction. Whether a proposed transaction is subject to the notification program generally depends on the size of the transaction and the size of the parties.
The Act requires parties to file the notification and observe the waiting period if either of the following would be true as a result of the proposed transaction:
The acquiring person will hold an aggregate amount of voting securities, non-corporate interests, or assets of the acquired person valued in excess of $200 million (as adjusted).
The acquiring person will hold an aggregate amount of voting securities, non-corporate interests, or assets of the acquired person valued in excess of $50 million (as adjusted) but not more than $200 million (as adjusted), and one person has sales or assets of at least $100 million (as adjusted), and the other person has sales or assets of at least $10 million (as adjusted).
The dollar thresholds above are noted to be “as adjusted” because they are required to be revised annually by the FTC based on changes in the gross national product. A complete list of the original thresholds, two most recent prior thresholds, and current threshold revisions are shown in this chart:
| Original Threshold | Prior Threshold (Went Into Effect February 27, 2023) | Prior Threshold (Went Into Effect March 6, 2024) | Current Threshold (Will Go Into Effect February 21, 2025) |
| $10 million | $22.3 million | $23.9 million | $25.3 million |
| $50 million | $111.4 million | $119.5 million | $126.4 million |
| $100 million | $222.7 million | $239.0 million | $252.9 million |
| $110 million | $245.0 million | $262.9 million | $278.2 million |
| $200 million | $445.5 million | $478.0 million | $505.8 million |
| $500 million | $1.1137 billion | $1.195 billion | $1.264 billion |
| $1 billion | $2.2274 billion | $2.39 billion | $2.529 billion |
Size of Transaction Alone: The original size-of-transaction threshold under the Act was $200 million. As the chart above shows, the current size-of-transaction threshold for this purpose is $505.8 million. Using the applicable current threshold, transactions are reportable under the Act if the acquiring person will hold an aggregate amount of voting securities, non-corporate interests, or assets of the acquired person valued in excess of $505.8 million.
Size of Transaction and Size of Person: The original size-of-transaction thresholds under the Act were $50 million and $200 million, while the size-of-person thresholds were $100 million and $10 million. Using the applicable current thresholds, transactions are reportable under the Act if a) the acquiring person will hold an aggregate amount of voting securities, non-corporate interests, or assets of the acquired person valued in excess of $126.4 million but not more than $505.8 million, b) one person has sales or assets of at least $252.9 million, and c) the other person has sales or assets of at least $25.3 million.
Each notification under the Act requires a filing fee, which is dependent on the size of the transaction. The updated filing fees will be effective on February 21, 2025, and are as follows:
| Size of Transaction | Filing Fee |
| in excess of $126.4 million but less than $179.4 million | $30,000 |
| not less than $179.4 million but less than $555.5 million | $105,000 |
| not less than $555.5 million but less than $1.111 billion | $265,000 |
| not less than $1.111 billion but less than $2.222 billion | $425,000 |
| not less than $2.222 billion but less than $5.555 billion | $850,000 |
| $5.555 billion or more | $2.39 million |
Civil penalties may be imposed for violations of the Act. Effective January 10, 2024, the maximum civil penalty amount increased from $51,744 to $53,088 per day.
Earlier this year, the FTC, in concurrence with the DOJ, issued rules updating the premerger notification form (HSR Form). The revised rules were published in the Federal Register on November 12, 2024, and took effect on February 10, 2025. As of that date, all notifications must use the updated HSR Form. The FTC also announced that it will lift the suspension on early termination of the 30-day waiting period, which has been in place since February 2021.
If you have questions about the new HSR filings – whether regarding the updated thresholds, the new form, or their impact on your transactions – please contact your Much attorney for guidance and support.