New Appropriations Bill Reforms Antitrust Laws And Modifies HSR Fees

On December 29, President Biden signed into law the Consolidated Appropriations Act, 2023 (CAA-23) — a $1.7 trillion omnibus spending package that includes notable changes to current antitrust laws and policies. This legislation significantly modifies the calculation of filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), and requires disclosure of foreign subsidies in HSR filings.

Merger Filing Fee Modernization Act

One portion of CAA-23, the Merger Filing Fee Modernization Act (the "MFFMA"), reduces HSR filing fees for small and medium sized transactions while significantly increasing filing fees for larger deals. Many HSR-reportable deals will be subject to higher fees under the new schedule. The MFFMA also requires yearly adjustment of filing fees according to the Consumer Price Index, making the fees subject to inflation. Under the existing regime, fees have been adjusted annually based on gross national product. The