Reed Smith Client Alerts

On January 26, 2018, the Federal Trade Commission announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (HSR). The new thresholds have increased the dollar amount required to trigger HSR notification for both the size-of-transaction test and the size-of-person test.
The revised HSR thresholds will apply to all transactions that close on or after the effective date, which is 30 calendar days following publication of the adjusted thresholds in the Federal Register. Publication will occur shortly, and the effective date will be in late February or early March. Size of Transaction

The new annual thresholds will increase the minimum value of a transaction that could trigger an HSR filing as follows:


Value of Transaction

HSR Filing Required?

$84.4 million or less


More than $84.4 million up to $337.6 million

Only if size-of-person test met (see below)

More than $337.6 million



For any agreement entered into prior to the effective date (late February or early March), the new thresholds will apply so long as the transaction is closed on or after the effective date.