Dramatic Changes for Premerger Clearance is First in 45 Years

The federal antitrust agencies have proposed sweeping changes to the Hart-Scott-Rodino (HSR) premerger notification process that would significantly expand initial filing requirements for M&A transactions. The proposed revisions would require far more detailed narratives, extensive document production, expanded disclosure of corporate governance and ownership structures, broader reporting of prior acquisitions, labor information, foreign subsidies, and internal communications systems—all within the initial 30-day waiting period. If adopted, these changes would effectively front-load much of the investigative burden traditionally reserved for second requests, substantially increasing the cost, complexity, and risk of delay for even non-problematic transactions.

Hart-Scott 2023 Premerger Filing Fees Increase Substantially

The Federal Trade Commission has updated the Hart-Scott-Rodino Act, impacting premerger filing fees and thresholds. Larger transactions now incur higher fees, while smaller ones enjoy reductions. The minimum transaction size for filings is now $111.4 million, which lowers the number of deals requiring scrutiny. This year’s changes also introduce new fee tiers for deals over $1 billion and higher penalties for non-compliance. Companies considering mergers must navigate these updates carefully to avoid costly consequences.

Contemplating a Sizable Merger, Acquisition or Joint Venture?–Updated HSR Merger Notification Threshold Tests for Federal Antitrust Review Apply in March 2019

Are you considering a merger, acquisition, or joint venture? Recent changes to the Hart-Scott-Rodino Act have increased reporting thresholds for federal antitrust review to $90 million, along with new filing fees. Understanding these updates is crucial for businesses in this landscape. Increased penalties for non-compliance highlight the need for HSR counsel. Stay informed to keep your transactions compliant and strategic.