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Client Alert: 2023 Antitrust M&A Law Developments

HSR Act “Size of Transaction” Test Increases by 10.3% to $111.4 Million; New Multi-tiered Filing Fees & Enhanced Enforcement Resources

The Federal Trade Commission, the agency which administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced a number of changes to the HSR Act, including 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 and Department of Justice, the two federal agencies responsible for U.S. antitrust enforcement, and to provide detailed information about the proposed transaction.  

Effective February 27, 2023, a transaction will be reportable under the HSR Act only if it is valued for HSR Act purposes at more than $111.4 million. Until that time, the current $101 million “size-of-transaction” threshold remains in effect.  

Other notable recent changes to antitrust law are contained in The Merger Filing Fee Modernization Act and the State Antitrust Enforcement Venue Act of 2022, each of which was enacted as part of the $1.7 trillion omnibus spending package President Biden signed into law on December 29, 2022.

Click here to read the full alert.

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