2024 Hart-Scott-Rodino thresholds

On January 22, 2024, the U.S. Federal Trade Commission (FTC) announced its annual revisions to the notification and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). 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 a) provide information to the FTC and DOJ regarding the acquisition and the parties’ business operations, and b) await the expiration of a statutory waiting period—at least 30 calendar days—before completing the proposed transaction.

New HSR thresholds

The following table lists the original, current and revised HSR thresholds¹. The new thresholds are effective March 6, 2024.

Under the revised thresholds, an acquisition may be subject to the notification and waiting period requirements of the HSR Act if, as a result of the transaction, a) the acquiring person will hold assets, voting securities or non-corporate interests with a value in excess of $119.5 million (the “Size of Transaction” test), and b) the parties to the transaction have total assets or annual net sales in excess of $239 million and $23.9 million, respectively (the “Size of Person” test).

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 $478 million.

HSR filing fees

In 2023, the FTC, pursuant to the HSR Fee Modernization Act, established new tiered filing fee thresholds and associated fee amounts to be adjusted annually to reflect changes in the Consumer Price Index. This year’s new thresholds and filing fees, effective March 6, 2024, are shown below:

The maximum penalty for failure to file a Notification and Report Form when required by the HSR Act is now $51,744 per day of non-compliance, effective as of January 10, 2024.