On January 22, 2024, the Federal Trade Commission (FTC) announced increased reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act).

These 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, estimated to be February 21, 2024.

Most importantly, the minimum "size-of-transaction" threshold will be increased from US$111.4m to US$119.5m. Acquisitions below this threshold will not be reportable.

Threshold 2024 Adjusted threshold
Minimum size-of-transaction  US$119.5m
Size-of-persons test US$23.9m and US$239m
Size-of-transaction above which size-of-persons test does not apply
US$478m

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 the filing fees applicable to transactions for the first time since the new filing fee framework was announced in 2023. Filing fees have been adjusted based on changes in the Consumer Price Index:

2024 Size of transaction Filing fee
At least $119.5 but less than US$173.3m US$30,000
At least $173.3 but less than US$536.6 million US$105,000
At least $536.6m but less than US$1.073bn
US$260,000
At least $1.073bn but less than US$2.146bn US$415,000
At least $2.146bn but less than US$5.365bn US$830,000
US$5.465bn or more US$2,335,000

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 2025.



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Global Head of Antitrust and Competition Co-Head of Commercial Litigation, US
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