2025 HSR Thresholds Announced: $126.4 million

Each year, the FTC adjusts the reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) based on changes in the gross national product. On January 10, 2025, the FTC announced the revised thresholds. Below are the current and new thresholds:

The practical effect of this change is that transactions valued in excess of $126.4 million will be subject to the reporting and waiting requirements of the HSR Act. In general, the size-of-parties test will be satisfied only if one party to the transaction has annual net sales or total assets of $25.3 million or more and the other party has annual net sales or total assets of $252.9 million or more.

The interlocking directorate thresholds under Section 8 of the Clayton Act have also been adjusted to account for changes in the gross national product (unlike the HSR Act thresholds, these adjusted thresholds take effect immediately). Section 8 may preclude a person from serving as an officer or director of two competing corporations when (1) each of the competing corporations has capital, surplus, and undivided profits aggregating more than $51,380,000 and (2) each corporation’s competitive sales are at least $5,138,000.

The FTC also has announced changes to the filing fee structure under the HSR Act in accordance with the Merger Filing Fee Modernization Act (the “MFFMA”). The revised HSR filing fee schedule, which will become effective 30 days after publication in the Federal Register, is as follows:

Please contact a member of Goodwin’s Antitrust & Competition practice if you have any questions.

 

This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee a similar outcome.