The FTC’s Annual HSR Threshold and Filing Fee Increases for 2024

On January 22, 2024, the FTC announced revised Hart-Scott-Rodino Act reporting thresholds and a new tiered filing fee structure, reflecting annual adjustments tied to U.S. GNP and mandates under the Merger Filing Fee Modernization Act of 2022. Effective March 6, 2024, the changes increase the minimum reportable transaction size to $119.5 million and significantly raise filing fees, underscoring the need for companies to carefully evaluate premerger notification obligations and potential antitrust risk.

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.