Increases to U.S. Merger Notification Thresholds Announced | Jones Day

Annual revisions to U.S. merger notification thresholds and increased filing fees are expected to take effect in February 2025. Interlocking Directorates thresholds also increase.

The Federal Trade Commission (“FTC”) announced on January 10, 2025, that the Hart-Scott-Rodino (“HSR”) Act filing thresholds will once again increase. These thresholds determine which mergers and acquisitions must be reported to the federal government before consummation. The higher thresholds are expected to take effect in February 2025, 30 days after they are published in the Federal Register, and will remain in effect through early 2026. 

The FTC also confirmed that new HSR filing fees and fee thresholds will take effect the same day. Parties to any transaction that will close on or after the new thresholds take effect may wish to confirm their HSR filing analysis using the adjusted thresholds and fee amounts.

Simultaneous to these HSR threshold changes, the FTC announced that it has updated the threshold amounts applicable to Section 8 of the Clayton Act, which prohibits certain interlocking directorates.

Adjusted HSR Jurisdictional Thresholds

Size-of-Transaction Threshold. An HSR filing may be required if an acquirer will hold, as a result of a transaction, voting securities, noncorporate interests, and/or assets of an acquired person valued in excess of $126.4 million (the 2024 threshold was $119.5 million). If the size of transaction is between $126.4 million and $505.8 million, the transaction also must satisfy the size-of-person threshold, described below. Transactions valued in excess of $505.8 million need not satisfy the size-of-person threshold for filings to be required under the HSR Act.

Size-of-Person Threshold. A transaction meets the size-of-person threshold if either the acquired or acquiring person has annual net sales or total assets of at least $252.9 million and the other party to the transaction has at least $25.3 million in annual net sales or total assets. (The 2024 thresholds were $239 million and $23.9 million, respectively.) If the acquired person is not “engaged in manufacturing,” the threshold is not met unless that person has at least $25.3 million in total assets or $252.9 million in annual net sales.

The table below summarizes these threshold changes.

The FTC also announced adjustments to certain of the HSR Act filing fees and filing fee thresholds, which will take effect at the same time as the new filing thresholds. Filing fees are based on the size of the transaction reported. The table below summarizes these fee changes.

There are exceptions to the reporting requirements under the HSR Act. Qualified counsel should be consulted whenever a transaction may implicate this statute.

Interlocking Directorates Thresholds and Civil Penalties Amounts Also Increase

Also on January 10, 2025, the FTC increased the jurisdictional thresholds for the prohibition on interlocking directorates under Section 8 of the Clayton Act. Section 8 prohibits a person from serving as an officer or director of competing corporations if each company has a net worth of more than $51,380,000. However, there is no violation if the competitive sales of either are less than $5,138,000.

_{Images are for reference only.Images and contents gathered automatic from google or 3rd party sources.All rights on the images and contents are with their legal original owners.}