The Federal Trade Commission has approved revised jurisdictional and filing fee thresholds for the Hart‑Scott‑Rodino (HSR) Antitrust Improvements Act of 1976. Section 7A(a)(2) of the act requires the Commission to revise the jurisdictional thresholds annually, based on the change in gross national product. The FTC revises the filing fees annually based on the change in the U.S. consumer price index.
For 2023, the size-of-transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act will adjust from $101 million to $111.4 million. Also, the 2023 thresholds under Section 8 of the act that trigger prohibitions on certain interlocking memberships on corporate boards of directors are $45,257,000 for Section 8(a)(l) and $4,525,700 for Section 8(a)(2)(A).
The revised thresholds under Section 7A of the Clayton Act will apply to all transactions that close on or after the effective date of the notice, which is 30 days after its publication in the Federal Register. The thresholds for Section 8 of the Clayton Act become effective upon their publication in the Federal Register. A complete listing of current thresholds can be found on the FTC’s website, and will be updated closer to the time they become effective.
New Merger Filing Fees
In addition to approving new HSR filing thresholds, the Commission today approved publication of a Federal Register notice announcing new merger filing fees based on the size of the proposed transaction.
The 2023 Consolidated Appropriations Act requires the FTC to revise the HSR filing fee thresholds. The new filing fee thresholds, which take effect 30 days after publication in the Federal Register, are as follows:
SIZE OF TRANSACTION AS DETERMINED UNDER SECTION 7A(a)(2) OF THE ACT
less than $161.5 million
not less than $161.5 million but less than $500 million
not less than $500 million but less than $1 billion
not less than $1 billion but less than $2 billion
not less than $2 billion but less than $5 billion
$5 billion or more
The act also requires that the filing fees be increased by an amount equal to the percentage increase, if any, in the consumer price index, as determined by the Department of Labor or its successor, for the year then ended over the level so established for the year ending September 30, 2022. Going forward, the FTC will publish the adjusted amounts as soon as practicable, but no later than January 31 of each year.
The votes approving the Federal Register notices announcing the HSR threshold revisions and updated merger filing fees were each 4-0.