FTC announces revised HSR notification thresholds and HSR filing fees for 2024

The Federal Trade Commission (FTC) announced on Monday, January 22, 2024 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2024, including an increase in the size-of-transaction threshold from $111.4 million to $119.5 million.

As required by statute, the FTC adjusts the HSR thresholds annually based on the change in gross national product. The new thresholds will go into effect 30 days after publication in the Federal Register (likely in late February) and will apply to transactions that close on or after that date.

HSR Jurisdictional Thresholds. Under the HSR Act, parties to a transaction must make required filings with the FTC and Department of Justice, Antitrust Division (DOJ) and await expiration of the 30-day statutory waiting period before closing if the transaction meets the size-of-transaction and size-of-person thresholds (absent an applicable exemption):

Measured By	Current	Updated
Size-of-Transaction	$111.4 million	$119.5 million
Size-of-Person	$22.3 million	$23.9 million
	$222.7 million	$239 million

Determination of reportability under the HSR Act often is not straightforward and involves the analysis and application of complex regulations and agency guidance. Failure to file when required violates the HSR Act and could result in the imposition of significant civil penalties.

HSR Filing Fees. Pursuant to the 2024 Consolidated Appropriations Act, the FTC also announced revised HSR filing fees. These new filing fees will take effect 30 days after publication in the Federal Register. The new filing fee thresholds are as follows:

Filing Fee	Size-of-Transaction
$30,000	less than $173.3 million
$105,000	not less than $173.3 million but less than $536.5 million
$260,000	not less than $536.5 million but less than $1.073 billion
$415,000	not less than $1.073 billion but less than $2.146 billion
$830,000	not less than $2.146 billion but less than $5.365 billion
$2,335,000	$5.365 billion or more

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