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Client Alert: 2024 Antitrust M&A Law Developments

HSR Act “Size of Transaction” Test Increases by $8.1 Million to $119.5 Million

Date: February 7, 2024
The Federal Trade Commission, the agency which administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced a number of rule changes to the HSR Act, including annual adjustments to its jurisdictional, filing fee and other dollar-denominated thresholds.  The HSR Act applies to mergers, asset and stock acquisitions and other transactions that satisfy specified “size-of-transaction” and “size-of-person” dollar thresholds. If triggered, the HSR Act requires companies to make pre-closing filings with both the Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) (the two federal agencies responsible for U.S. antitrust enforcement) and to provide detailed information about the proposed transaction. The HSR Act’s jurisdictional thresholds, however, change from year to year, based on changes in the U.S. gross national product for the government’s fiscal year ending September 30. The 2024 revisions were published in the Federal Register on February 5, 2024, and become effective on March 6, 2024.  The new thresholds will remain in effect until the next annual adjustment, expected early next year. 
 
Revised Dollar Thresholds to Determine Initial HSR Filing Obligation

Effective March 6, 2024, the minimum notification threshold under the HSR Act will increase to $119.5 million. Thus, an acquisition will potentially trigger an HSR Act filing only if, as a result of the acquisition, the acquirer will hold assets, voting securities or non-corporate interests of the acquired person valued in excess of $119.5 million. The complete revised 2024 initial thresholds are as follows.

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This Alert has been prepared for general informational purposes and a service to our clients and friends. It has been prepared in a summary manner only and is not intended as legal advice.  The HSR and Clayton Acts are highly technical and complex and readers are urged to consult their legal counsel concerning any particular situation and specific legal questions.