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ARTICLE · 30 JANUARY 2023

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U.S. Merger Notification Threshold Increases To $111.4 Million

Jones Day
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Annual increases in U.S. merger notification thresholds and substantially increased filing fees take effect on February 27, 2023.

United StatesAntitrust/Competition Law
Michael Knight
Michael Knight
Pamela Taylor
Pamela Taylor
Peter Love
Peter Love
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The Federal Trade Commission ("FTC") has announced that the Hart-Scott-Rodino ("HSR") Act filing thresholds will increase again in 2023. These thresholds determine which mergers and acquisitions must be reported to the federal government before consummation. The higher thresholds are expected to take effect on February 27 and will remain in effect through early 2024.

The FTC also confirmed that new HSR filing fee thresholds will take effect the same day. Parties to any transaction that will close on or after February 27 may wish to confirm their HSR filing analysis using the adjusted thresholds.

Adjusted HSR Jurisdictional Thresholds

Size-of-Transaction Threshold. An HSR filing may be required if an acquirer will hold, as a result of a transaction, voting securities, noncorporate interests, and/or assets of an acquired person valued in excess of $111.4 million (the 2022 threshold was $101 million). If the Size-of-Transaction is between $111.4 million and

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