The thresholds for HSR Act premerger notifications and interlocking directorates have been announced
1. Higher Jurisdictional Thresholds For HSR Filings
On January 10, 2025, the Federal Trade Commission announced[1] revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The thresholds for jurisdictional filings are reviewed annually based on changes in Gross National Products (GNP).
The thresholds will take effect 30 days after their publication in the Federal Register. The new thresholds will apply to acquisitions that close after or on the date of the effective date. The key adjusted thresholds are summarized in the following chart:[2]
Size of Transaction Test
| Notification is required if | – the acquiring person will hold certain assets, voting securities, and/or interests in non-corporate entities valued at more than $126.4 million AND the parties meet the Size of Person test; OR – the acquiring person will hold certain assets, voting securities or interests in non-corporate entities valued The key adjusted thresholds are summarized in the following chart: Size of Transaction Test |
| Notification is required if | – the acquiring person will hold certain assets, voting securities, and/or interests in non-corporate entities valued at more than $126.4 million AND the parties meet the Size of Person test; OR |
– the acquiring person will hold certain assets, voting securities, and/or interests in non-corporate entities valued at more than $505.8 million – such transactions are not subject to the Size of Person test.
Size of Person Test
| Generally, one “person” to the transaction must have at least $252.9 million in total assets or annual net sales, and the other must have at least $25.3 million in total assets or annual net sales. | The above descriptions are general guidelines only. The thresholds are complex to determine and can vary depending on each transaction. Parties engaging in transactions that may meet the thresholds or in series of transactions should consult counsel. |
| The adjusted filing fees will be based on the new thresholds as follows: | Filing fee |
| Size of Transaction | $30,000 |
| Greater than $126.4M to less than $179.4M | $105,000 |
| $179.4M to less than 555.5M | $265,000 |
| $555.5M to less than $1.111B | $425,000 |
| $1.111B to less than $2.222B | $850,000 |
$2.222B to less than $5.555B
$2,390,000
Deals valued at $5.555B or more
[1]2. Higher Thresholds For the Prohibition Against Interlocking Directorates
[2]New higher thresholds applicable to the prohibition in Section 8 of the Clayton Act against interlocking directorates will become effective upon publication in the Federal Register. Section 8 prohibits a person from serving as an officer or director of two competing corporations, with some exceptions. Applying the new thresholds, competitor corporations are covered by Section 8 if each one has capital, surplus and undivided profits aggregating to more than $51,380,000 with the exception that the interlock is not prohibited if the competitive sales of either corporation are less than $5,138,000.
FOOTNOTES01001010 FTC Announces 2025 Jurisdictional Threshold Updates for Interlocking Directorates | Federal Trade Commission01001010 The FTC Adopts New Premerger Notification Rules Implementing the Hart-Scott-Rodino (HSR) Act | Antitrust Law Blog01001010
