FTC Announced Increased HSR Thresholds & Publication of New Filing Fees
The Federal Trade Commission (“FTC”) announced yesterday increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended. The FTC revises the thresholds annually based on changes in the gross national product. The new thresholds will be effective 30 days after publication in the Federal Register and will apply to all transactions closing on or after that date.
Revised HSR Thresholds
A transaction is reportable if:
The HSR Act requires parties engaged in certain transactions (including mergers, joint ventures, exclusive licenses, and acquisitions of voting securities, assets, or non-corporate interests) to file an HSR notification and report form with the FTC and the Antitrust Division of the Department of Justice, and to observe the statutorily prescribed waiting period (usually 30 days, or 15 days in the case of cash tender offers and bankruptcy) prior to closing, if the parties meet the “Size of Transaction” and “Size of Person” thresholds (absent any applicable exemptions).
Revised Filing Fee Structure
As discussed in our prior Alert, the Merger Filing Fee Modernization Act of 2022 was signed into law on December 29, 2022. This changed the filing fee framework for the first time since 2001, with fees for smaller transactions slightly lower and fees for the largest transactions significantly higher. Going forward, the filing fees will be increased annually by an amount equal to the percentage increase, if any, in the consumer price index. The revised filing fees, effective 30 days after publication in the Federal Register, are as follows:
Civil Penalties for HSR Act Violations Increased
The HSR Act provides that any person who fails to comply with any provision of the HSR Act may be subject to a civil penalty for each day during which such person is in violation. The maximum civil penalty for violations of the HSR Act increased this year to $50,120 per day, effective January 11, 2023.
Feel free to contact any of the attorneys listed above for further information on this or any HSR-related question. We would be pleased to assist you with any concerns you may have.