Minimum HSR Reporting Threshold Climbs to US$126.4 Million

HSR Act or Rule Provision	2025 Indexed Value
US$50 million size-of-transaction test	US$126.4 million
US$200 million size-of-transaction test	US$505.8 million
US$100 million size-of-person test	US$252.9 million
US$10 million size-of-person test	US$25.3 million
US$50 million notification threshold	US$126.4 million
US$100 million notification threshold	US$252.9 million
US$500 million notification threshold	US$1.264 billion
25% of voting securities valued at US$1 billion notification threshold	US$2.529 billion
US$110 million foreign exemption threshold	US$278.2 million

On January 10, 2025, the U.S. Federal Trade Commission (“FTC”) announced that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be raised about 5.8 percent from the 2024 levels. As a result, the HSR minimum size-of-transaction threshold will be raised to US$126.4 million from US$119.5 million, representing a more modest percentage annual increase than in recent years (9.7 percent in 2022, 10.3 percent in 2023, and 7.3 percent in 2024). Transactions valued below the new US$126.4 million threshold will not require an HSR filing.

The HSR changes will become effective on February 21, 2025 (30 days after the official publication date in the Federal Register). The new HSR thresholds will apply to transactions that close on or after that date.

The FTC also announced increased dollar thresholds under Section 8 of the Clayton Act, which prohibits any person from holding positions as an officer or director of competing corporations engaged in commerce, if the corporations meet certain size thresholds. The new Section 8 thresholds became effective on January 22, 2025 (the official publication date in the Federal Register).

HSR Thresholds Raised

As a result of this most recent indexing, the HSR Act now provides that transactions resulting in holdings valued in excess of US$505.8 million among parties engaged in commerce are subject to premerger notification regardless of the size of the parties. Transactions that result in holdings valued in excess of US$126.4 million, but not exceeding US$505.8 million, are reportable only if the acquiring and acquired “persons” meet the “size-of-person” test. The “size-of-person” test is satisfied when the acquiring or acquired party (together with such party’s affiliates that are under common control for HSR purposes) has annual net sales or total assets of US$252.9 million or more, and the other party (together with such other party’s affiliates that are under common control for HSR purposes) has annual net sales or total assets of US$25.3 million or more. Acquired “persons” not engaged in manufacturing must meet the US$25.3 million test on the basis of the value of their assets alone, if their annual net sales are less than US$252.9 million. (Of course, certain transactions meeting these size thresholds may nevertheless be exempt under the HSR Act.)

The maximum civil penalties for violations of the HSR Act are similarly indexed, and have increased from US$51,744 per day to US$53,088 per day, effective as of January 17, 2025.

HSR Filing Fee To Be Adjusted

Pursuant to the Merger Filing Fee Modernization Act, the following new HSR filing fees will go into effect on February 21, 2025 (30 days after the official publication date in the Federal Register):

HSR Transaction Value	2025 Filing Fee
Less than US$179.4 million	US$30,000
US$179.4 million or greater but less than US$555.5 million	US$105,000
US$555.5 million or greater but less than US$1.111 billion	US$265,000
US$1.111 billion or greater but less than US$2.222 billion	US$425,000
US$2.222 billion or greater but less than US$5.555 billion	US$850,000
US$5.555 billion or greater	US$2,390,000

Revised Rules for Officer and Director Interlocks

Section 8 of the Clayton Act generally prohibits a person from serving simultaneously as a director or officer of two sizable competing corporations engaged in commerce, unless their “competitive sales” — the gross revenues for all products and services sold by one corporation in competition with the other — are minimal. As with the HSR Act, the dollar thresholds defining “sizable” and “minimal” are indexed to changes in the gross national product. As a result of the most recent indexing, the Section 8 prohibition on officer and director interlocks now applies only if each competing corporation has capital, surplus, and undivided profits aggregating more than US$51.38 million. The interlocking officer and director prohibition does not apply, however, if either corporation’s “competitive sales” are less than US$5.138 million. Other “safe harbors” exist that are based on calculating the competitive sales as a percentage of the corporation’s total sales.

Provision under Section 8 of the Clayton Act	2025 Indexed Value
Capital, surplus and undivided profits aggregating more than US$10,000,000, under Section 8(a)(1)	US$51,380,000
Competitive sales of either corporation are less than US$1,000,000 under Section 8(a)(2)(A)	US$5,138,000

New HSR Rule Changes On The Horizon

As discussed in a previous OnPoint, the FTC’s recent rulemaking with respect to sweeping changes to the HSR notification and report form is expected take effect on February 10, 2025, as long as there is no court order delaying the implementation of the new HSR filing rules or an Executive Order temporarily freezing the implementation of any new government rules and regulations. All HSR filings made on or after the effective date will need to comply with the format and disclosure requirements of the revised HSR notification and report form.

The press releases announcing the aforementioned changes may be accessed by clicking on the links below.

FTC Announces 2025 Update of Size of Transaction Thresholds for Premerger Notification Filings

FTC Announces 2025 Jurisdictional Threshold Updates for Interlocking Directorates

Revised as of January 22, 2024