Hart-Scott-Rodino Reporting Thresholds And Filing Fee Structure To Change Significantly

On January 26, 2023, the FTC published a Notice in the Federal Register announcing the latest annual adjustments to the statutory 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 adjustment is the largest ever since the thresholds first became annually adjusted, breaking last year's record increase.

Once the new thresholds come into effect, the HSR size-of-transaction threshold will increase from $101 million to $111.4 million. The revised HSR thresholds will apply for transactions that close on or after February 27, 2023.

On January 20, 2023, 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.