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ARTICLE · 16 JANUARY 2025

2025 HSR Act Jurisdictional Thresholds, Filing Fees And Interlocking Director Thresholds Announced

Davis Polk & Wardwell
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The Federal Trade Commission has announced 2025 Hart-Scott-Rodino Act reporting thresholds starting at $126.4 million...

United StatesAntitrust/Competition Law
Davis Polk & Wardwell
Davis Polk & Wardwell

The Federal Trade Commission has announced 2025 Hart-Scott-Rodino Act reporting thresholds starting at $126.4 million and filing fee amounts up to $2.39 million for the largest deals. The FTC also announced revised jurisdiction and safe harbor thresholds for director overlaps under Section 8 of the Clayton Act.

Revised 2025 jurisdictional thresholds and filing fees under the Hart-Scott-Rodino Act (HSR)

Under the new thresholds, a transaction is reportable if, after the transaction the size of person tests are met, and the acquiring person will hold voting securities, assets, or non-corporate interests valued over $126.4 million. The changes will become effective 30 days after publication in the Federal Register and will apply to transactions closing on or after the effective date, which is expected to be in mid- to late-February 2025.

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