The Federal Trade Commission ("FTC") announced the new filing fees, along with the annual adjustment to jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR"), as amended. The filing fee thresholds will apply to transactions filing on or after March 6, 2024, while the new jurisdictional thresholds will take effect for transactions closing on or after such date.

Increased HSR Filing Fees

Pursuant to the Merger Filing Fee Modernization Act of 2022 ("MFFMA"), the fee for the largest transactions increases to $2.335 million, from the current cap of $2.25 million. The fees are adjusted annually based on the Consumer Price Index.

The new fee schedule is as follows:

Value of Transaction

Filing Fee

Greater than $119.5 million but less than $173.3 million

$30,000

$173.3 million or greater but less than $536.5 million

$105,000

$536.5 million or greater but less than $1.073 billion

$260,000

$1.073 billion or greater but less than $2.146 billion

$415,000

$2.146 billion or greater but less than $5.365 billion

$830,000

$5.365 billion or more

$2,335,000


Revised Jurisdictional Thresholds Announced for HSR Act

The FTC also announced revised jurisdictional thresholds to the HSR Act for 2024. These thresholds are adjusted annually based on gross national product.

  • Size-of-Transaction Test: The $50 million (as adjusted) threshold used in the size-of-transaction test will increase from $111.4 million to $119.5 million.
  • Size-of-Persons Test: The $10 million (as adjusted) and $100 million (as adjusted) sales and assets thresholds used in the size-of-persons test will increase from $22.3 million to $23.9 million and from $222.7 million to $239 million, respectively. The $200 million (as adjusted) threshold, below which the size-of-persons test applies, will increase from $445.5 million to $478 million.

Additionally, the civil penalty for failure to comply with the HSR Act has increased from $50,120 to $51,744 per day.

Furthermore, the Federal Trade Commission has announced revised jurisdictional thresholds for interlocking directorates required under Section 8 of the Clayton Act (15 U.S.C. § 19(a)(5)). For 2024, thresholds under Section 8 of the Act that trigger prohibitions on certain interlocking memberships on corporate boards of directors are $48,559,000 for the Section 8(a)(1) capital, surplus, and undivided profits threshold and $4,855,900 for the Section 8(a)(2)(A) competitive sales threshold. These thresholds were effective January 22, 2024.

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