Reed Smith Client Alerts

On January 23, 2023, the Federal Trade Commission (FTC) announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. section 18a) (HSR Act). The FTC revises the thresholds annually based on the change in gross national product. The new thresholds have increased the dollar amount required to trigger an HSR filing for both the size-of-transaction and the size-of-person tests. The revised HSR thresholds will apply to all transactions that close on or after the effective date of 30 days after publication in the Federal Register.

Adjusted threshold for the size-of-transaction test

The minimum value of a transaction that could trigger an HSR filing will increase from $101 million to $111.4 million.

Adjusted threshold for the size of transaction test

For any agreement entered into prior to the effective date (30 days after publication in the Federal Register), the new thresholds will apply so long as the transaction is closed on or after the effective date.