On Jan. 22, 2024, the Federal Trade Commission (FTC)
announced new premerger filing thresholds under the
Hart-Scott-Rodino Act (HSR Act) and new filing fee thresholds under
the Merger Filing Fee Modernization Act of 2022. The HSR Act
generally requires parties in mergers clearing certain thresholds
to notify the FTC and the Antitrust Division of the U.S. Department
of Justice of the transaction and observe a waiting period before
closing.
The HSR Act directs the FTC to revise the thresholds governing
the size-of-transaction and size-of-person tests each year in
accordance with changes in the gross national product. Transactions
that meet these two tests (or the size-of-transaction test only for
transactions valued at above $478 million) are reportable under the
HSR Act unless an exemption applies.
