The U.S. Federal Trade Commission (FTC) has announced its annual
revisions to the notification and filing fee thresholds of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR
Act).1 The HSR Act
is an antitrust statute that authorizes the FTC and the Antitrust
Division of the Department of Justice (DOJ) to evaluate the
potential anticompetitive effects of certain merger and acquisition
transactions. The HSR Act requires the parties contemplating
mergers or acquisitions that meet or exceed jurisdictional
thresholds to (i) provide information to the FTC and DOJ regarding
the acquisition and the parties’ business operations, and
(ii) await the expiration of a statutory waiting period before
completing the proposed transaction. The FTC revises the thresholds
annually on the basis of U.S. gross national product.
New HSR Thresholds
The following table lists the original, current and revised HSR
new thresholds are effective February 25, 2016.
Under the revised thresholds, an acquisition is subject to the
notification and waiting period requirements of the HSR Act if, as
a result of the transaction, the buyer will hold assets, voting
securities, or non-corporate interests of the target with a value
in excess of $78.2 million (size-of-transaction test), and the
parties to the transaction have total assets or net annual sales in
excess of $15.6 million and $156.3 million (size-of-person
The size-of-person test does not apply to transactions involving
the acquisition of assets, voting securities or non-corporate
interests valued in excess of $312.6 million.
Below is an up-to-date schedule of HSR filing fees. Only the
transaction-size thresholds have changed, not the amount of the
Greater than $78.2 million but less than $156.3 million
$156.3 million or greater but less than $781.5 million
$781.5 million or greater
The failure to file a Notification and Report Form with the FTC
and DOJ under the HSR Act remains subject to a penalty of up to
$16,000 per day of non-compliance.
1 As Required By The 2000 Amendments To Section 7A Of The
2 All Monetary Values Are In U.S. Dollars. The FTC's
Guidelines For Converting Foreign Currency Can Be Found Here:
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