FTC’s 2025 Adjustments to HSR Filing Thresholds, Merger Filing Fees, and Interlocking Directorates

On January 22, the Federal Trade Commission (FTC) published in the Federal Register its annual adjustments for notification thresholds regarding proposed mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), which will become effective 30 days after publication, on February 21. These threshold adjustments are based on the annual change in the U.S. gross national product.

Summary of adjustments

An HSR filing may be necessary in the following cases

• As a result of the transaction, the acquirer will hold voting securities, assets, or noncorporate interests of the acquired valued in the aggregate at more than $126.4 million but not more than $505.8 million and the size-of-person thresholds are met. To meet the size-of-person test, one party must have annual net sales or total assets of at least $252.9 million and the other party must have annual net sales or total assets of at least $25.3 million.
• As a result of the transaction, the acquirer will hold voting securities, assets, or noncorporate interests of the acquired valued in the aggregate at more than $505.8 million (the size-of-person test is not applied) unless another exemption applies.

In a separate release, the FTC announced the annual inflation-based change in the daily maximum civil penalty for violations of the HSR Act, from $51,744 to $53,088 per day. The change took effect January 17.

HSR Act merger filing fees

HSR Act merger filing fees are increased annually according to the Consumer Price Index and the related size of transaction tiers are adjusted according to the change in gross national product. The new tiering and filing fee amounts were published in the Federal Register on January 22 and take effect 30 days after publication, on February 21.

Interlocking DirectoratesOn January 22, the FTC published adjustments (effective immediately) to the dollar thresholds under Section 8 of the Clayton Act that trigger the prohibition on “interlocking directorates” — where one person serves as a director or an officer of two competing corporations — subject to certain exceptions. Now the prohibition may apply when (1) each corporation has capital, surplus, and undivided profits aggregating more than $51.38 million and (2) each corporation’s competitive sales are at least $5.138 million.Steptoe & Johnson PLLC has a group of experienced business attorneys who can help you analyze HSR Act issues. Please contact Bryan Prosek or John Chadd with any questions about this alert.