Hart-Scott-Rodino Reporting Threshold Increases By $8.1 Million

On February 5, 2024, the Federal Trade Commission (FTC) published a Notice in theFederal Registerannouncing the latest annual adjustments to the reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (HSR). These annual adjustments are pegged to changes in gross national product. This year's adjustments, while significant, are slightly smaller in magnitude than the adjustments for the previous two years.

Once the new thresholds come into effect, the HSR size-of-transaction threshold will increase from $111.4 million to $119.5 million. The revised HSR thresholds will apply for transactions that close on or after March 6, 2024.

Separately, on January 22, 2024, the FTC also published a Notice in the Federal Register with the latest annual adjustments to the statutory thresholds under Section 8 of the Clayton Act (15 U.S.C. § 19). The revised Section 8 thresholds are effective immediately.