On January 10, 2025, the US Federal Trade Commission (FTC) announced its annual updates to the Hart-Scott-Rodino (HSR) Act reportability thresholds and as well as the HSR Act filing fee thresholds and amounts.[1] Both the updated HSR reportability thresholds and the updated filing fees will go into effect 30 days from publication in the Federal Register.[2]
These adjustments come a month before the February 10 effective date of the new HSR form.[3] The new HSR form will substantially increase the amount of data and information parties must submit, which will materially increase the time, cost, and burden of HSR filings,[4] but the new HSR form does not change what transactions are HSR reportable.
Simultaneously with the HSR updates, the FTC also announced the annual adjustments to the Clayton Act Section 8 enforcement thresholds for interlocking directorates that go into effect upon publication in the Federal Register.[5] The new HSR form requires disclosure of officer and director information for entities with competitive overlaps. This change will facilitate Section 8 enforcement efforts, which has been an enforcement priority in recent years.
I. Updated HSR Reportability Thresholds
If a transaction crosses the HSR Act’s reportability thresholds and an exemption is not available, parties to the transaction must report it to the FTC and the US Department of Justice (DOJ) prior to consummation.[6]
Pursuant to the updated thresholds, a transaction will be reportable if either of the following is true, and an exemption is not available:
- The transaction value is greater than $505.8 million (previously $478 million); OR
- (i) The transaction value is greater than $126.4 million (previously $119.5 million); AND (ii) one party has net sales or total assets of $25.3 million or more (previously $23.9 million); AND (iii) a second party has net sales or total assets of $252.9 million or more (previously $239 million).
HSR Act reportability thresholds are adjusted annually to reflect changes in the US gross national product (GNP). This year’s threshold adjustments represent an increase of approximately 6% (compared to a ~7% increase in 2024).
II. Updates to HSR Filing Fee Thresholds and Amounts
This is the second time the six-tier filing fee structure introduced by the Merger Filing Fee Modernization Act (2023) has been updated based on changes in the Consumer Price Index (CPI). The 3.2% increase in CPI, as determined by the Bureau of Labor Statistics, translates to the updated filing fee amounts as listed below, with transaction values updated based on changes to GNP:
| Updated Filing Fee | Transaction Value |
| $30,000 (same as prior year) | valued at more than $126.4 million but less than $179.4 million (previously $161.5 million) |
| $105,000 (same as prior year) | valued at $179.4 million (previously $173.3 million) or more but is less than $555.5 million (previously $536.5 million) |
| $265,000 (previously $260,000) | valued at $555.5 million (previously $536.5 million) or more but is less than $1.111 billion (previously $1.073 billion) |
| $425,000 (previously $415,000) | valued at $1.111 billion (previously $1.073 billion) or more but is less than $2.222 billion (previously $2.146 billion) |
| $850,000 (previously $830,000) | valued at $2.222 billion (previously $2.146 billion) or more but is less than $5.555 billion (previously $5.365 billion) |
| $2,390,000 (previously $2,335,000) | valued at $5.555 billion (previously $5.365 billion) or more |
III. Updated Thresholds for Interlocking Directorate Enforcement
Section 8 of the Clayton Act prohibits simultaneous service of officers or directors on two competing corporations (i.e., an “interlocking directorate”) if certain thresholds are met. Similar to the reportability thresholds under the HSR Act, the Section 8 enforcement thresholds are adjusted annually based on changes to the US GNP, which increased by approximately 6%.
For 2025, an interlocking directorate is prohibited where:
- Each competitor corporation has capital, surplus, and undivided profits aggregating more than $51,380,000 (previously $48,559,000); AND
- Both competitor corporations have competitive sales of more than $5,138,000 (previously $4,855,900).
[1] https://www.ftc.gov/news-events/news/press-releases/2025/01/ftc-announces-2025-update-size-transaction-thresholds-premerger-notification-filings?utm_source=govdelivery.
[2] Publication is pending, meaning they will be in force no earlier than February 13, 2025 but likely shortly thereafter.
[3] https://www.federalregister.gov/documents/2024/11/12/2024-25024/premerger-notification-reporting-and-waiting-period-requirements.
[4] https://blog.freshfields.us/post/102jlrb/the-agencies-hsr-paradox-overhaul-of-u-s-merger-filing-requirements-still-risk.
[5] https://www.ftc.gov/news-events/news/press-releases/2025/01/ftc-announces-2025-jurisdictional-threshold-updates-interlocking-directorates?utm_source=govdelivery. Publication is pending, meaning they will be in force no earlier than January 14, 2025.
[6] Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. 18a.
