On January 23, 2023, the Federal Trade Commission (FTC)
published new, higher notification thresholds
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the
“HSR Act”). The HSR Act requires the FTC to adjust the
thresholds annually to reflect changes in U.S. gross national
product. The new reporting thresholds will likely go into effect in
late February, thirty days after their publication in the Federal
Register. HSR Filing fees will also increase for certain large
transactions.
Under the new thresholds, the minimum “size of
transaction” threshold will become $111.4 million, up from
$101 million, representing an increase of 11.28% over 2022.
Transactions resulting in aggregate holdings of voting securities,
assets, or non-corporate interests exceeding this threshold will be
reportable to the U.S. antitrust authorities, unless otherwise
exempt. The new thresholds are as follows:
