On January 10, 2025, the Federal Trade Commission (the “FTC”) announced revised statutory thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “Hart-Scott-Rodino Act” or “HSR”). These thresholds, which are revised annually based on the change in gross national product, were published in the Federal Register on January 22, 2025 and will apply to transactions closing on or after February 21, 2025.
Mergers and Acquisitions
Unless otherwise exempted, parties to a merger or acquisition are required to make HSR filings if the size-of-transaction test is satisfied. Per the updated thresholds, this test is satisfied if a transaction (i) is valued over $505.8 million (previously $478.0 million) or (ii) is valued over $126.4 million (previously $119.5 million) and the size-of-person test is also satisfied. The size-of-person test is satisfied if one of the parties has net sales or total assets of at least $252.9 million (previously $239.0 million) and the other party has net sales or total assets of at least $25.3 million (previously $23.9 million). Certain monetary thresholds relating to HSR notification exemptions have also increased.
Acquisitions of Voting Securities
Similarly, the five notification thresholds relating to acquisitions of voting securities (which specify whether a filing or successive filing is necessary) have increased. Per the updated thresholds, HSR filings are required in connection with acquisitions (and subsequent acquisitions) of voting securities that result in an acquirer holding voting securities of a company: (i) valued over $126.4 million (previously $119.5 million), (ii) valued at or over $252.9 million (previously $239.0 million), (iii) valued at or over $1.264 billion (previously $1.195 billion), (iv) comprising 25% or more of such company’s voting securities, if valued over $2.529 billion (previously $2.39 billion) or (v) comprising 50% of such company’s voting securities, if valued over $126.4 million (previously $119.5 million). Once an acquirer holds 50% or more of a company’s voting securities, no further notification to the FTC and the Department of Justice (the “DOJ”) is required in connection with subsequent acquisitions of such company’s securities.
HSR Filing Fees
Effective February 21, 2025, the revised filing fee thresholds and related filing fees for 2025 are as follows:
*At the time of filing.
The FTC also recently announced 2025 thresholds relating to interlocking directorate restrictions and increased civil penalty amounts for certain violations of the Hart-Scott-Rodino Act, each described in further detail below.
Interlocking Directorates Thresholds
On January 10, 2025, the FTC announced higher thresholds relating to interlocking directorate restrictions under Section 8 of the Clayton Antitrust Act of 1914 (the “Clayton Act”). The new thresholds are $51,380,000 and $5,138,000 for Sections 8(a)(1) and 8(a)(2)(A) of the Clayton Act, respectively (up from $48,559,000 and $4,855,900 in 2024). Such thresholds became effective upon their publication in the Federal Register on January 22, 2025.
Civil Penalty Amounts
Adjusted civil penalty amounts for certain violations of the Hart-Scott-Rodino Act became effective upon their publication in the Federal Register on January 17, 2025. Civil penalty amounts are revised annually to account for inflation, and the maximum civil penalty amount in 2025 for such violations is $53,088 per day (up from $51,744 in 2024).
Premerger Notification Process Updates
On October 10, 2024, the FTC announced final changes to the premerger notification filing process under the Hart-Scott-Rodino Act. These changes, which were published in the Federal Register on November 12, 2024, are scheduled to become effective for filings made on or after February 10, 2025. These changes expand the scope of documents required to be submitted, add expense to the process, and extend the anticipated timeline for preparing, finalizing, and submitting an HSR filing (and ultimately consummating the transaction).
The FTC’s changes to the premerger notification filing process were unanimously approved, and many of the revisions between the draft and final changes—particularly as it relates to labor matters—are seen as reflecting a compromise between Democratic and Republican Commissioners. While the new Trump administration is expected to abandon the merger guidelines adopted by the FTC and the DOJ in December 2023, the fate of the premerger notification filing process is less clear. Notably, these changes are currently being challenged in the Eastern District of Texas by the U.S. Chamber of Commerce and other business organizations. Despite this ongoing court challenge, businesses should prepare for the impending effective date.
Parties currently pursuing M&A transactions should file before February 10, 2025, if possible, to take advantage of today’s more streamlined process. Parties planning to pursue transactions after the effective date of the new rules—even parties contemplating transactions that raise little or no antitrust concerns—should familiarize themselves with the new filing requirements and forms, revisit and align policies and practices with the new rules and forms, and plan for a longer and costlier merger notification process.
