FTC announces new HSR thresholds

The Federal Trade Commission (FTC) announced on Friday, January 10, 2025 increased reporting thresholds under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended (HSR Act).

On the same day, the United States Chamber of Commerce filed a lawsuit in the Eastern District of Texas seeking to enjoin the new HSR rules that are scheduled to go into effect on February 10, 2025. Read our previous coverage of the new HSR rules, "FTC finalizes major overhaul of US merger control regime, increasing burden for merging parties." An overview of each of these significant developments is below.

New HSR thresholds

The HSR reporting thresholds are revised annually based on changes in the US gross national product. The increases will apply to all transactions that close after the effective date, which will be 30 days after publication of the changes in the Federal Register. It is likely that the new thresholds will go into effect in February 2025. Importantly, the lawsuit discussed further below will not affect the implementation of the new thresholds.

Most importantly, the minimum "size-of-transaction" threshold will be increased from US$119.5 million to US$126.4 million. Acquisitions valued below this threshold that close after the new thresholds are effective will not be reportable.

The adjustments also apply to certain other HSR Act thresholds and exemptions, such as the exemptions for acquisitions of foreign assets and voting securities.

Additionally, the FTC adjusted filing fees and filing fee thresholds based on changes in the Consumer Price Index:

Even if a transaction is reportable based on the above thresholds, it may qualify for an HSR Act exemption. Complex rules apply to the valuation and exemptions under the HSR Act, and you should consult a lawyer experienced in HSR matters to determine whether a transaction is reportable.

The new thresholds will remain in effect until the next annual adjustment, expected in January or February 2026.

US Chamber seeks to enjoin new HSR rules

Also on Friday, January 10, the US Chamber of Commerce (the Chamber), the Business Roundtable, the American Investment Council and the Longview Chamber of Commerce filed a lawsuit in federal court in the Eastern District of Texas. The suit seeks to enjoin the FTC from implementing the new HSR rules that are otherwise scheduled to go into effect on February 10, 2025. According to the complaint, the new rules violate the Administrative Procedure Act and exceed the FTC’s statutory authority under the HSR Act.

The lawsuit marks the latest salvo by the Chamber against the Biden Administration’s efforts to aggressively enforce US antitrust laws. The Chamber previously challenged the FTC’s ban on noncompete agreements and has aggressively advocated against other antitrust enforcement efforts by the DOJ and FTC during the Biden Administration.

If the Chamber’s lawsuit is successful, the FTC may be barred from implementing the new rules on February 10, pending a trial and/or an appeal. Companies that anticipate filing HSR sometime after the new rules are scheduled to go into effect should continue to plan for filing under the new rules while also consulting antitrust counsel to assess the impact of this latest development. We will continue to publish updates on the implementation of the new HSR rules.