FTC Revises Hart-Scott-Rodino Filing Thresholds

On January 10, 2025, the Federal Trade Commission (FTC) announced revised jurisdictional thresholds for the Hart-Scott-Rodino (HSR) pre-merger notification statute. The minimum transaction value filing threshold has increased from $119.5 million to $126.4 million, while the threshold above which size-of-person tests are inapplicable has risen from $478 million to $505.8 million. Additionally, the thresholds for the prohibition against interlocking directorates under the Clayton Act have also been adjusted, increasing from $48,559,000 to $51,380,000. These changes will apply to all transactions closing on or after the effective date, which will be 30 days after publication in the Federal Register. Companies engaging in transactions that may meet these new thresholds are advised to seek legal counsel to ensure compliance. The revisions reflect annual adjustments based on changes in the gross national product, a requirement under the HSR Act.