The Federal Trade Commission published the 2025 Hart-Scott-Rodino Act filing threshold and fee adjustments that will impact merger and acquisition reporting requirements.
The Federal Trade Commission announced the revised annual thresholds for notification under the Hart-Scott-Rodino Act (HSR Act) for the calendar year 2025, as well as adjustments to the merger and acquisition filing fees. The FTC modifies these thresholds each year to adjust for changes in the gross national product, keeping reporting requirements current with the economy.
Revised HSR Thresholds
The HSR Act requires a company to notify the FTC and the DOJ for antitrust examination before finishing some mergers or acquisitions. In 2025, the FTC increased the size-of-transaction threshold, which is the amount below which a HSR filing is improbable, from $111.4 million to $115 million. Generally speaking, a HSR filing is not necessary for transactions under $115 million. Furthermore, the minimum and maximum thresholds for the size of individuals have been increased from $22.3 million to $23 million and $222.7 million to $230 million, respectively. Considering the inflationary and economic growth factors, this step will ensure that only those large-size deals come under the scrutiny of the antitrust authorities.
Updated Filing Fees
In conjunction with the threshold adjustments, the FTC has revised the filing fee structure for HSR notifications. The new fee schedule is as follows:
– Transactions valued between $115 million and $161.5 million: $30,000
– Transactions valued between $161.5 million and $500 million: $100,000
– Transactions valued above $500 million: $280,000
These new charges are higher than the amounts charged last year and thus are to pay for the process of review. In fact, the FTC believes that these adjustment fees in the fees are necessary to keep antitrust enforcement effective and efficient.
Implications on Businesses
Companies planning to merge or acquire should closely examine these new thresholds and fees to better understand their filing requirements. When the transaction is valued at the relevant amount or over, HSR filing rules apply, including payment of the required filing fee. The enforcement actions show that penalties may be severe for failure to file when required.
For example, in October 2024, the FTC voted unanimously to expand the amount of information collected under the HSR Act with a view to strengthening the antitrust review process. This expansion marks the FTC’s commitment to keeping its procedures up to date with modern deal practices and ensuring the proper evaluation of potential anticompetitive mergers.
Conclusion
The annual adjustments of the HSR thresholds and filing fees by the FTC are important to maintain the integrity of the premerger notification program. Businesses involved in mergers and acquisitions should keep abreast of these changes to ensure compliance and avoid potential legal complications. The updated thresholds and fees for 2025 took effect on January 14, 2025.
