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ARTICLE · 31 JANUARY 2023

FTC Raises Both Hart-Scott-Rodino Premerger Filing And Interlocking Directorate Thresholds And Introduces A New Filing Fee Structure

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The FTC also announced revisions to thresholds relating to prohibitions on interlocking directorates under Section 8 of the Clayton Act.

United StatesAntitrust/Competition Law
Peter Danias
Peter Danias
Barbara H. Wootton
Barbara H. Wootton
Justin Hedge
Justin Hedge
Jay Ewart
Jay Ewart
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On January 23, 2023, the Federal Trade Commission (FTC) announced its annual revision of the filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), increasing the minimum reportable transaction from $101 million to $111.4 million. The FTC also announced revisions to thresholds relating to prohibitions on interlocking directorates under Section 8 of the Clayton Act.

HSR Reporting Threshold

Under the HSR Act, parties may be required to file notification for various acquisitions of voting securities, assets, and noncorporate interests with the FTC and Department of Justice (DOJ) and observe a waiting period before closing. The thresholds for filing are revised annually to adjust for inflation. The size of transaction and size of person thresholds were also increased.

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