The Numbers That Dealmakers and In-House Counsel Need to Know
On January 10, 2025 the Federal Trade Commission (FTC) published the new thresholds, and the new and improved filing fees, for transactions that are the subject of Hart-Scott-Rodino ("HSR") filings in 2025. The FTC also updated the thresholds and safe harbors relevant to corporate interlocks — the prohibition of directors serving on the boards of competing companies. Without further ado, here is a guide to the relevant amounts for transactions that are not exempt, and for corporate interlocks:
| Size of Transaction | Notification Threshold |
| Minimum threshold | $126.4 million |
| Alternative transaction threshold (size of person test is disregarded) | $505.8 million |
| Size of Person | Notification Threshold |
| Smaller person | $25.3 million of sales or assets (for non-manufacturers, $25.3 million of assets) |
| Larger person | $252.9 million of sales or assets |
| Minority Acquisition Notification Thresholds | Notification Threshold |
| $126.4 million | |
| $252.9 million | |
| Acquisition of 25% of Voting Securities: | $1.264 billion |
| Acquisition of 50% of Voting Securities: | $2.529 billion |
Graduated Filing Fees
| Transaction Size | Filing Fee |
| $126.4m – $179.4m | $30,000 |
| $179.4m – $555.5m | $105,000 |
| $555.5m – $1.111b | $265,000 |
| $1.111b – $2.222b | $425,000 |
| $2.222b – $5.555b | $850,000 |
| Over $5.555b | $2.39 million |
Corporate Interlock Threshold and Safe Harbors
| Threshold | $51.38 million of capital, surplus and undivided profits for each company |
| Safe harbor (amount) | Less than $5.138 million of competitive sales by either company |
| Safe harbor (ratio) | Competitive sales of less than 4% of total sales for each company, or less than 2% of total sales for either company (unchanged for 2025) |
Effective Date of new HSR Notification and Report Forms (see here): February 10, 2025
Effective Date of new Thresholds and Filing Fees: 30 days from date of publication in the Federal Register (as of this writing, not yet scheduled for publication).
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.
