FTC’s 2024 Adjustments to HSR Filing Thresholds, Merger Filing Fees, and Interlocking Directorates

Published: February 29, 2024

On February 5, 2024, the Federal Trade Commission (FTC) published in the Federal Register its annual adjustment for notification thresholds regarding proposed mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act); the adjustments will become effective on March 6, 2024. These threshold adjustments are based on the annual change in the U.S. gross national product.

Summary of Adjustments

Threshold Type	Original Amount	2023 Amount	2024 Amount
Minimum Size-of-transaction	$50 million	$111.4 million	$119.5 million
Size-of-person (Smaller Entity)	$10 million	$22.3 million	$23.9 million
Size-of-person (Larger Entity)	$100 million	$222.7 million	$239 million
Maximum Size-of-transaction	$200 million	$445.5 million	$478 million

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 $119.5 million but not more than $478 million, and the “size-of-person” thresholds are also met. To meet the size-of-person test, one party must have annual net sales or total assets of at least $239 million, and the other party must have annual net sales or total assets of at least $23.9 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 $478 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 $50,120 to $51,744 per day.

Merger Filing Fee Modernization Act

Pursuant to the Merger Filing Fee Modernization Act of 2022 contained in the 2023 Consolidated Appropriations Act, HSR Act filing fees will be increased annually according to the Consumer Price Index, and the related size of transaction tiers will be adjusted according to the change in gross national product. The new tiering and filing fee amounts were published in the Federal Register on February 5, 2024, and take effect on March 6, 2024.

2024 Size (Value) of Transaction	2024 Fee Amount
< $173.3 million	$30,000
$173.3 million to < $536.5 million	$105,000
$536.5 million to < $1.073 billion	$260,000
$1.073 billion to < $2.146 billion	$415,000
$2.146 billion to < $5.365 billion	$830,000
$5.365 billion or more	$2,335,000

Interlocking Directorates

On January 22, 2024, 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 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 $48,559,000, and (2) each corporation’s competitive sales are at least $4,855,900.

For assistance or questions about this legal insight, please contact the authors or any member of the Steptoe & Johnson Corporate/Mergers & Acquisitions Team.