On February 5, 2024, the US Federal Trade Commission (FTC) published its annual update to the Hart-Scott-Rodino (HSR) Act thresholds in the Federal Register. The HSR Act governs certain deals that must be reported to the FTC and the US Department of Justice prior to being consummated.1
Pursuant to the new thresholds, a transaction must be reported if:
- The transaction value is greater than $478 million (previously $445.5 million); or
- If (a) the transaction value is greater than $119.5 million (previously $111.4 million); and (b) one party has net sales or total assets of $23.9 million or more (previously $22.3 million); and (c) a second party has net sales or total assets of $239 million or more (previously $222.7 million).
The revised thresholds will apply to transactions consummated on or after March 6, 2024.
HSR Act thresholds are tied to the US gross national product (GNP), with the value of the 2024 HSR reporting thresholds representing an increase of approximately 7.3% over the corresponding 2023 thresholds. The number of HSR filings, however, declined dramatically—by well over 25%—from 2022 (2,496 filings) to 2023 (1,833 filings).2
The updated HSR filing fee structure and fee thresholds, which also take effect March 6, were required under Division GG of the 2023 Consolidated Appropriations Act.3 As in the past, the updated fees are keyed to the value of the transaction and HSR Act thresholds, as follows:
| Transaction Value (2024) | Filing Fee (2024) |
| More than $119.5 million but less than $173.3 (previously more than $111.4 million less than $161.5 million) |
$30,000 (unchanged) |
| $173.3 million or more but less than $536.5 million (previously $161.5 million or more but less than $500 million) |
$105,000 (previously $100,000) |
| $536.5 million or more but less than $1.073 billion (previously $500 million or more up but less than $1 billion) |
$260,000 (previously $250,000) |
| $1.073 billion or more but less than $2.146 billion (previously $1 billion or more but less than $2 billion) | $415,000 (previously $400,000) |
| $2.146 billion or more but less than $5.365 billion (previously $2 billion or more but less than $5 billion) | $830,000 (previously $800,000) |
| $5.365 billion or more (previously $5 billion or more) | $2.335 million (previously $2.25 million) |
Updates also were published for certain HSR exemptions and thresholds for Interlocking Directorates under Section 8 of the Clayton Act (published in the Federal Register and effective on January 22, 2024) and for penalties for violations of the HSR Act, the maximum penalty for which was increased to $51,744 per day. (published in the Federal Register and effective on January 10, 2024).
To help navigate the complex HSR Act rules, Mayer Brown has created an interactive presentation that provides quick and practical HSR guidance (if accessing the presentation in Internet Explorer, please save the file first before viewing). Based on current 2024 FTC thresholds, this presentation allows you to choose the criteria that best apply to your organization or transaction, and then walks you through a basic analysis of whether an HSR Act filing is necessary.
The FTC's Federal Register notice and a complete list of all HSR threshold adjustments can be found on the FTC's website.
Footnotes
1. Hart-Scott-Rodino Antitrust Improvements Act of
1976.
2. See "HSR Transactions by Month," https://www.ftc.gov/enforcement/premerger-notification-program (showing number of reported HSR transactions for each month in 2023 and 2022).
3. Public Law 117-328, 136 Stat. 4459.
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