The Federal Trade Commission (“FTC”) announced the new filing fees, along with the annual adjustment to jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”), as amended. The filing fee thresholds will apply to transactions filing on or after February 21, 2025, and the new jurisdictional thresholds will take effect for transactions closing on or after February 21, 2025.
Increased HSR Filing Fees
Pursuant to the Merger Filing Fee Modernization Act of 2022 (“MFFMA”), the fee for the largest transactions increases to $2.390 million, from the current cap of $2.335 million. The fees are adjusted annually based on the Consumer Price Index.
The new fee schedule is as follows:
|
Value of Transaction |
Filing Fee |
|
not less than $126.4 million but less than $179.4 million |
$30,000 |
|
not less than $179.4 million but less than $555.5 million |
$105,000 |
|
not less than $555.5 million but less than $1.111 billion |
$265,000 |
|
not less than $1.111 billion but less than $2.222 billion |
$425,000 |
|
not less than $2.222 billion but less than $5.555 billion |
$850,000 |
|
$5.555 billion or more |
$2,390,000 |
Revised Jurisdictional Thresholds Announced for HSR Act
The FTC also announced revised jurisdictional thresholds to the HSR Act for 2025. These thresholds are adjusted annually based on gross national product.
- Size-of-Transaction Test: The $50 million (as adjusted) threshold used in the size-of-transaction test will increase from $119.5 million to $126.4 million.
- Size-of-Person Test: The $10 million (as adjusted) and $100 million (as adjusted) sales and assets thresholds used in the size-of-persons test will increase from $23.9 million to $25.3 million and from $239 million to $252.9 million, respectively. The $200 million (as adjusted) threshold, below which the size-of-persons test applies, will increase from $478 million to $505.8 million.
Additionally, the civil penalty for failure to comply with the HSR Act has increased from $51,744 to $53,088 per day. This change is effective as of January 17, 2025.
Furthermore, the Federal Trade Commission has announced revised jurisdictional thresholds for interlocking directorates required under Section 8 of the Clayton Act (15 U.S.C. § 19(a)(5)). For 2025, thresholds under Section 8 of the Act that trigger prohibitions on certain interlocking memberships on corporate boards of directors are $51,380,000 for the Section 8(a)(l) capital, surplus, and undivided profits threshold and $5,138,000 for the Section 8(a)(2)(A) competitive sales threshold. These thresholds are effective as of January 22, 2025.
For additional information regarding HSR jurisdictional thresholds and reporting requirements, please feel free to contact any member of Ropes & Gray’s antitrust practice group.
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