On January 23, 2023, the Federal Trade Commission (FTC)
announced its annual adjustments to the filing thresholds under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
Because of this year's adjustments, transactions valued
at more than $111.4 million and closing on or after February
27, 2023 may trigger an HSR filing.[
1] The expected closing date—not
the date of an agreement—determines whether the new
thresholds will apply. Failure to file an HSR Notification and
Report Form is subject to a statutory penalty of up to $50,120 per
day of noncompliance.
The HSR Act generally requires parties to file notifications,
including a filing fee, with the FTC and Department of Justice when
a proposed transaction—such as a merger, joint venture, stock
or asset acquisition, or exclusive license—meets specified
dollar thresholds and no exemptions apply. If a notification is
required, the transaction cannot close while the statutory waiting
period runs
