The United States Federal Trade Commission (“FTC”) revised the jurisdictional thresholds and filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), often cited with Section 7A of the Clayton Antitrust Act (15 U.S.C. § 18a, “Clayton Act Section 7A”) to adapt to changing economic landscapes and maintain effective antitrust oversight.
The FTC’s approval of these updates, effective January 22, 2024, reflects its commitment to ensuring competitive markets and preventing anticompetitive mergers. This post explores the modifications outlined by the FTC and their implications for businesses engaging in mergers and acquisitions.
Revised Thresholds
The cornerstone of the FTC’s update lies in the adjustments to the size-of-transaction threshold for reporting proposed mergers and acquisitions under Clayton Act Section 7A.
This threshold increases for 2024 from approximately $111.4 million to $119.5 million. This slight-yet-significant uptick of approximately 10% underscores the FTC’s intent to capture a broader range of transactions that may impact competition, thereby enhancing regulatory scrutiny.
Moreover, the size-of-person thresholds, which determine the applicability of HSR Act filings based on the parties’ size, have also been revised to align with the changing economic landscape. These adjustments aim to balance facilitating efficient merger-review processes and ensuring robust antitrust enforcement.
Filing Fees
Accompanying the revised thresholds are updates to the HSR filing fee schedule for 2024. The FTC has implemented fee increases ranging from approximately $30,000 to $2.335 million, reflecting adjustments based on changes in the gross national product and consumer price index.
These fees are pivotal in facilitating the FTC’s review of mergers and acquisitions, enabling the agency to allocate resources effectively and conduct thorough antitrust assessments.
Why This Matters
The FTC’s 2024 update of premerger-notification thresholds and fees holds significant implications for businesses and the broader antitrust landscape. First, the revised thresholds expand the scope of transactions subject to regulatory scrutiny, ensuring that mergers and acquisitions of substantial economic magnitude undergo rigorous antitrust review.
Second, the updated filing fees are a mechanism for financing the FTC’s antitrust-enforcement activities, enabling the agency to fulfill its mandate of preserving competitive markets and protecting consumer welfare.
By adjusting fees based on changes in economic indicators, the FTC promotes fairness and efficiency in the merger-review process.
The Takeaway
The FTC’s announcement of revised premerger-notification thresholds and fees for 2024 underscores the agency’s commitment to proactive antitrust enforcement and safeguarding competitive markets. These updates reflect a nuanced approach to regulatory oversight, balancing the need for efficient merger-review processes with robust antitrust scrutiny.
As businesses navigate an increasingly complex regulatory landscape, adhering to HSR Act requirements and engaging with sophisticated antitrust counsel become imperative to ensure compliance and mitigate legal risks. We are a sophisticated antitrust counsel. Contact Nematzadeh PLLC at (646) 799-6729 or emailing lawyer@nematlawyers.com for a confidential, free consultation.
