Reed Smith Client Alerts

Key takeaways

  • The FTC’s annual threshold adjustments remind parties to work with outside counsel to determine whether transactions will require an HSR filing based on the value of the transaction and the size of the parties
  • Even for nonreportable transactions, parties should consult with counsel regarding substantive antitrust issues because U.S. antitrust enforcers scrutinize transactions that fall below HSR reporting thresholds
  • In addition to evaluating reportability under the updated HSR thresholds, merging parties must also prepare for the overhaul and additional burdens of the new HSR rules, effective for filings made on or after February 10, 2025

On January 10, 2025, the Federal Trade Commission (FTC) announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended (15 U.S.C. section 18a). The FTC annually revises the thresholds based on the change in gross national product. The updated thresholds have increased the dollar amounts 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.