On January 23, 2023, the Federal Trade Commission (FTC) announced the annual adjustments to the monetary jurisdictional thresholds under the Hart-Scott-Rodino Act (HSR Act), based upon the previous year's GNP. Notification is required under the HSR Act if the "size of transaction" test and, when applicable, the "size of person" test are satisfied and no exemption from filing is available. The new thresholds will take effect 30 days after publication in the Federal Register and are scheduled to become effective on February 27, 2023 and apply to all transactions closing on or after that date.

The FTC also confirmed the timing for implementation of the new merger filing fees that were adopted as part of President Biden's $1.7 trillion omnibus spending package signed into law on December 29, 2022. The new filing fees will also become effective on February 27, 2023. The appropriate HSR filing fee is determined by the value of the transaction at the time of filing (meaning that HSR reportable transactions made prior to February 27, 2023, should use the existing filing fee schedule).

Lastly, the FTC announced the annual revision of the thresholds applicable to Section 8 of the Clayton Act relating to interlocking directorates.

Click here to read the full insight: "FTC Announces Annual Adjustments to HSR Act Thresholds."

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