Increase in HSR Reportability Thresholds and Other HSR Developments
In January 2023, the Federal Trade Commission (FTC) made three important announcements for M&A practitioners.
- First, on January 23, the FTC announced the annual adjustment of the thresholds that trigger premerger reporting obligations under the Hart-Scott-Rodino (HSR) Act. The new thresholds will apply to transactions closing thirty days after publication of the announcement in the Federal Register (that is, not earlier than February 24, 2023).
- Second, the FTC announced the annual adjustment for maximum daily civil penalties for noncompliance with the HSR Act’s requirements (failure to file, failure to observe the mandatory waiting period, or failure to make a complete filing).
- Third, the FTC announced an effective date for the new filing fees established in the Merger Filing Fee Modernization Act, which was signed into law on December 29, 2022.
The FTC also announced adjusted thresholds that trigger prohibitions on certain interlocking memberships on corporate boards of directors. These new thresholds are now in effect. Both these and the HSR Act thresholds will remain in effect until the 2024 adjustments.
A summary of the HSR Act’s requirements and reports on relevant developments in 2022 is available here.