ARTICLE
16 January 2025

FTC Announces Annual Update To HSR And Section 8 Thresholds

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Crowell & Moring LLP

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The Federal Trade Commission has announced its annual updates to the thresholds and filing fees related to the Hart-Scott-Rodino Antitrust Improvements Act of 1976...
United States Antitrust/Competition Law

The Federal Trade Commission has announced its annual updates to the thresholds and filing fees related to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). These dollar thresholds are indexed annually based on changes in the U.S. gross national product and the Consumer Price Index.

The HSR Act requires that certain transactions be notified prior to their consummation. This year, the "size-of-transaction" threshold for reporting mergers and acquisitions under the HSR Act will increase from $119.5 million to $126.4 million. In addition, the "size-of-person" threshold, the filing fee thresholds, and the fee schedule will all also increase. The new filing fee thresholds and fee schedule are as follows:

2025 Filing Fee

2025 Size of Transaction

$30,000

Less than $179.4 million

$105,000

Not less than $179.4 million but less than $555.5 million

$265,000

Not less than $555.5 million but less than $1.111 billion

$425,000

Not less than $1.111 billion but less than $2.222 billion

$850,000

Not less than $2.222 billion but less than $5.555 billion

$2,390,000

$5.555 billion or more

The Commission also issued revised thresholds relating to the prohibition of certain interlocking directorates under Section 8 of the Clayton Act.

The revised thresholds will become effective thirty days after their publication in the Federal Register, which is expected in the next few days. Click here to read a full copy of the Commission's announcement, including a complete listing of the revised thresholds. Click here for a copy of the FTC's announcement and information regarding the Clayton Act, Section 8 thresholds.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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