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In brief

The Federal Trade Commission has just announced its annual adjustment to the notification thresholds that determine whether proposed transactions may trigger a filing obligation under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended. The corresponding adjustments to the HSR filing fee schedule also were included in the announcement. The adjusted notification thresholds and filing-fee schedule will apply to transactions that close on or after the effective date, which will be 30 days after publication in the Federal Register and no earlier than February 12, 2025.  


Comments

Compliance with the HSR Act is critical. The maximum civil penalty available for HSR Act violations stands at $51,744 per day, pending an inflation adjustment for 2025. 

Under the new HSR thresholds, a transaction may be reportable if the buyer will hold voting securities, assets, or non-corporate interests valued over $126.4 million as a result of the acquisition. 

At this time, the Agencies have finalized changes to the HSR form currently scheduled to take effect on February 10, 2025, which would significantly expand the information required to be collected and reported by transacting parties.

In depth

Under the 2025 thresholds, the lowest “size of transaction” notification threshold for any acquisitions of voting securities, assets, or non-corporate interests will increase from $119.5 million to $126.4 million. For transactions valued above $126.4 million but below $505.8 million, an HSR filing may be triggered only if the “size of person” test is satisfied. Transactions valued above $505.8 million may trigger an HSR filing obligation irrespective of the size of the parties involved.

The HSR Act “size of person” test, when applicable, generally will be satisfied if one party to the transaction has annual net sales or total assets of $252.9 million or more and the other party has $25.3 million or more in annual net sales or total assets. In each case, the operative “party” is the ultimate parent entity of the party to the potentially notifiable transaction.

Notification ThresholdNewCurrent
“Size of Transaction” Test$126.4 million$119.5 million
“Size of Person” Test*One party $252.9 million;
Other party $25.3 million
One party $239 million;
Other party $23.9 million
“Size of Person” Test is Inapplicable$505.8 million$478 million

* Applies to each party’s annual net sales or total assets; if target is not engaged in manufacturing, only assets are considered in determining its size. 

The updated 2025 HSR filing fee schedule increases the transaction threshold for each transaction value range and raises most of the filing fee amounts: 

2025 Adjusted Filing Fee2025 Transaction Value2024 Filing Fee2024 Transaction Value
$30,000Over $126.4 million but under $179.4 million$30,000Over $119.5 million but under $173.3 million
$105,000Over $179.4 million but under $555.5 million$105,000Over $173.3 million but under $536.5 million
$265,000Over $555.5 million but under $1.111 billion$260,000Over $536.5 million but under $1.073 billion
$425,000Over $1.111 billion but under $2.222 billion$415,000Over $1.073 billion but under $2.146 billion
$850,000Over $2.222 billion but under $5.555 billion$830,000Over $2.146 billion but under $5.365 billion
$2,390,000$5.555 billion or more$2,335,000$5.365 billion or more
Author

Brian brings over 25 years of experience advising clients on all aspects of antitrust law. Known for his strategic and pragmatic approach, Brian helps clients achieve their commercial objectives while minimizing antitrust risk across a wide range of industries—including industrials, healthcare, technology, energy and infrastructure, finance, and consumer products.
Brian is particularly recognized for his ability to guide clients through complex merger clearance processes before both US and international competition authorities. He also represents third parties in antitrust investigations and provides counsel on civil non-merger and criminal enforcement matters, commercial litigation, compliance programs, risk assessments, and pricing and distribution strategies. His reputation for delivering practical solutions to high-stakes issues has made him a trusted advisor to clients navigating today’s dynamic regulatory landscape.

Author

John Fedele is a member of Baker McKenzie's antitrust practice and is located in its Washington, DC office. While he has a broad range of antitrust experience, he most frequently represents clients before the Antitrust Division of the US Department of Justice (DOJ) and the Federal Trade Commission (FTC) in investigations of proposed mergers and acquisitions, and routinely analyzes and manages filing obligations under the Hart-Scott-Rodino (HSR) Act and foreign competition regimes. John is a member of the Washington D.C. office’s Diversity Advisory Committee, serves as a contact in the firm’s PointONE program designed to allow employees to raise workplace concerns in a safe space, and maintains an active pro bono practice. He also is a member of Baker McKenzie’s Global Merger Control Task Force.

Author

Teisha Johnson is a member of Baker McKenzie's antitrust practice in Washington, DC. She advises clients on a wide range of antitrust and e-discovery matters, and has considerable experience counseling clients in government investigations, proposed mergers and acquisitions, compliance, and litigation matters.

Author

Creighton Macy is the Chair of Baker McKenzie's North America Antitrust & Competition Practice Group. Creighton is recognized as a leading global antitrust practitioner.

Creighton has extensive experience representing clients in a wide variety of antitrust matters, including mergers and acquisitions, investigations by the United States Department of Justice and the Federal Trade Commission, private litigation, and counselling on issues such as antitrust compliance. Before joining the Firm, Creighton served as Chief of Staff and Senior Counsel in the DOJ Antitrust Division, working as a senior advisor to the Assistant Attorney General on civil and criminal antitrust enforcement and policy matters, as well as budget and personnel issues. During Creighton's time at the DOJ, the Antitrust Division undertook an unprecedented volume of high-profile civil and criminal matters.

Creighton began his career as a Trial Attorney in the Litigation III and Transportation, Energy, and Agriculture sections of the Antitrust Division, working on a number of notable merger and civil non-merger investigations and cases. Before rejoining the Antitrust Division as its Chief of Staff, he was a member of another global law firm's antitrust practice, where he advised clients on a wide range of US and international antitrust issues.

Creighton is consistently recognized globally for his market-leading antitrust practice with respect to high-stakes transactions, investigations, and compliance and counseling work. For example, clients have noted that Creighton “shines above the rest’ due to his first-rate cartel and merger control-related practice.’” He also regularly speaks and publishes articles relating to a variety of antitrust issues, and has been recognized many times for his contributions and thought-leadership on these issues.

Creighton is currently Co-Chair of the American Bar Association Antitrust Law Section’s Young Lawyers Task Force. In previous roles, he served as Reporter of the Presidential Transition Task Force, as well as Chair of the Trade, Sports, and Professional Associations Committee. He is highly involved in mentoring programs, including with the Antitrust Law Section, as well as Marquette University Law School, where he previously served as the DC Representative of the Alumni Board.

Creighton graduated from Marquette University, where he was an NCAA Division I Academic All-American tennis player. During his time at Marquette, he was awarded the Athletic Department’s Cura Personalis award by his peers, as well as several leadership awards. More recently, Creighton was named the Athletic Department’s Young Alumnus of the Year Award.

Author

Evan Harris is a senior associate in Baker McKenzie's North America Antitrust & Competition Practice Group, based in the Washington, DC office. He advises multinational clients on high-stakes transactions and complex antitrust matters, representing them before the US Department of Justice, Federal Trade Commission, and state and foreign competition authorities.
Evan brings deep experience in merger enforcement and antitrust litigation, having played key roles in some of the most prominent litigated merger challenges of the past decade. His strategic counsel helps clients navigate regulatory scrutiny and litigation risk with confidence and clarity.
Prior to joining Baker McKenzie, Evan worked as an associate for an international law firm where he advised clients in matters involving merger and acquisition enforcement and antitrust litigation.