The Hart-Scott-Rodino (HSR) Act requires parties to transactions that meet certain thresholds to notify the Department of Justice (DOJ) and Federal Trade Commission (FTC) and observe a waiting period prior to closing unless certain exemptions apply. These thresholds are adjusted annually based on U.S. economic growth. In addition, and for the first time, based upon a law that became effective in 2023, HSR filing fees are also being annually adjusted. This year, HSR thresholds and most HSR filing fees will significantly increase.
The revised thresholds – which will become effective sometime during late February 2024, 30 days after they are published in the Federal Register, are:
Size-of-Transaction Test: The threshold used in the size-of-transaction test will increase from $111.4 million to $119.5 million.
Size-of-Persons Test: The 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 $239.0 million, respectively. The size-of-transaction threshold above which the size-of-persons test no longer applies will increase from $445.5 million to $478.0 million.
Greater Notification Thresholds: These thresholds, which apply to subsequent acquisitions of voting securities made within five years after expiration or termination of the waiting period of a previous HSR filing for an acquisition of voting securities from the same issuer, were revised as follows:
| Previous Threshold | Revised Threshold |
| $222.7 million | $239.0 million |
| $1.1137 billion | $1.195 billion |
| 25% of voting securities if valued at greater than $2.2274 billion | 25% of voting securities if valued at greater than $2.39 billion |
| 50% of voting securities if valued at greater than $111.4 million | 50% of voting securities if valued at greater than $119.5 million |
Penalty for HSR Violations: The maximum daily civil
penalty for HSR violations is also annually adjusted. The maximum
daily penalty for HSR violations
has increased from $50,120 to
$51,744.
Filing Fee Thresholds: HSR filing fees and filing fee thresholds will be revised as follows:
| Previous Filing Fee | Previous Filing Fee Threshold | Revised Filing Fee | Revised Filing Fee Threshold |
| $30,000 | less than $161.5 million | $30,000 | less than $173.3 million |
| $100,000 | $161.5 million to $500 million | $105,000 | $173.3 million to $536.5 million |
| $250,000 | $500 million to $1 billion | $260,000 | $536.5 million to $1.073 billion |
| $400,000 | $1 billion to $2 billion | $415,000 | $1.073 billion to $2.146 billion |
| $800,000 | $2 billion to $5 billion | $830,000 | $2.146 billion to $5.365 billion |
| $2,250,000 | $5 billion or more | $2,335,000 | $5.365 billion or more |
The content of this article is intended to provide a general guide
to the subject matter. Specialist advice should be sought about
your specific circumstances.