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 jurisdictional thresholds are revised annually, based on the change in Gross National Product (GNP).
The new thresholds will become effective 30 days after publication in the Federal Register. Acquisitions that close on or after the effective date will be subject to the new thresholds. In addition, the new HSR rules are scheduled to become effective on February 10, 2025.[2]
The HSR Act notification requirements apply to transactions that satisfy the specified “size of transaction” and “size of person” thresholds. 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. Determining if a transaction meets the thresholds can be complex and applying the thresholds may vary depending on the particular 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 |
2. Higher Thresholds For the Prohibition Against Interlocking Directorates
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, with certain exceptions, one person from serving as a director or officer of two competing corporations if two thresholds are met. 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.
FOOTNOTES
[1] FTC Announces 2025 Jurisdictional Threshold Updates for Interlocking Directorates | Federal Trade Commission
[2] The FTC Adopts New Premerger Notification Rules Implementing the Hart-Scott-Rodino (HSR) Act | Antitrust Law Blog