February 8, 2023

Volume XIII, Number 39

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New Law Substantially Increases HSR Filing Fees for Large Transactions

On Dec. 29, 2022, President Biden signed into law H.R. 2617, the “Consolidated Appropriations Act, 2023.” Included within H.R. 2617 is The Merger Filing Fee Modernization Act of 2022, which impacts HSR filings as set forth below:

  1. HSR filing fees. In general, filing fees for transactions valued at less than $500 million will go down, while filing fees for transactions valued at over $500 million will go up. The new filing fee thresholds below will take effect once published by the FTC, which shall occur no later than January 31, 2023.

Current filing fee New filing fee
$45,000 (deals valued from $101M up to but not including $202M) $30,000 (deals valued from $101M up to but not including $161.5M)
$125,000 (deals valued from $202M up to but not including $1.0098B) $100,000 (deals valued from $161.5M up to but not including $500M)
$280,000 (deals valued from $1.0098B and above) $250,000 (deals valued from $500M up to but not including $1B)
  $400,000 (deals valued from $1B up to but not including $2B)
  $800,000 (deals valued from $2B up to but not including $5B)
 

$2,250,000 (deals valued at $5B or more)

 

  1. New Rules Regarding Foreign subsidies. Whenever an HSR filing is required, the filing parties will need to include “information concerning subsidies they receive from countries or entities that are strategic or economic threats to the United States.” The concern is that a foreign power could be seeking to undermine U.S. competition through a transaction. FTC will establish rules for the required notification, so this requirement will not take effect until the rules are promulgated.

The full text of H.R. 2617 is available here (The Merger Filing Fee Modernization Act of 2022 is at Section GG): Text – H.R.2617 – 117th Congress (2021-2022): Consolidated Appropriations Act, 2023 | Congress.gov | Library of Congress.

Copyright © 2023, Sheppard Mullin Richter & Hampton LLP.National Law Review, Volume XIII, Number 5
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About this Author

Leo Caseria Antitrust & Competition Attorney Sheppard Mullin Washington, DC
Partner

Leo Caseria is a partner in the Antitrust and Competition Practice Group in the Washington, D.C. and Los Angeles offices. 

Areas of Practice

Leo advises companies on antitrust issues in civil litigation, government investigations, mergers and acquisitions and proposed or contemplated business strategies. He has litigated numerous antitrust cases in federal and state courts, including cases based on alleged price-fixing, market allocation, boycott, monopolization and attempted monopolization.  He also has experience in consumer protection issues relating to...

202-747-1925
John D. Carroll Antitrust Lawyer Sheppard Mullin
Partner

John D. Carroll is a partner in the Antitrust & Competition Practice Group in the Washington, D.C. office.

Areas of Practice

John’s practice focuses on civil and criminal antitrust matters, including mergers & acquisitions, strategic counseling and compliance, and global cartel investigations, where he represents clients before the Department of Justice Antitrust Division, Federal Trade Commission, and international and state antitrust enforcement authorities.

Prior to private practice, John was in the Mergers I Division of the Federal Trade...

1.202.747.1951
Bevin M.B. Newman Antitrust Lawyer Sheppard Mullin Law Firm
Partner

Bevin Newman is a partner in the Antitrust and Competition Practice Group in the firm's Washington, D.C. office.

Areas of Practice

Bevin is a strategic adviser to clients in cutting edge affiliations and collaborative arrangements. She focuses much of her practice in the healthcare industry bringing over twenty years of experience advising and defending globally renowned health systems, academic medical centers, providers, payers, and pharmaceuticals companies undertaking significant transactions, including mergers and acquisitions, joint ventures,...

202-747-1940
Malika Levarlet, Attorney, Sheppard Mullin, Corporate Practice, mergers
Associate

Ms. Malika Levarlet is an associate in the Corporate Practice Group in the firm's Washington, D.C. office.

Areas of Practice

Ms. Levarlet's practice focuses on advising international and domestic companies in connection with mergers and acquisitions, cross-border transactions (with a focus on U.S. and European companies), joint ventures, licensing agreements, and corporate governance. She represents clients operating in a wide range of industries including technology, hospitality, fashion and apparel, healthcare, financial services, and aerospace and defense...

202-772-5331
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