On January 22, 2024, the Federal Trade Commission (the “FTC”) announced new jurisdictional thresholds for the Hart-Scott-Rodino Act (“HSR”).
The FTC enforces the federal antitrust laws, specifically Sections 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1, 2; Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45; and Sections 3, 7, and 8 of the Clayton Act, 15 U.S.C. §§ 14, 18, 19.
Pre-Merger Notification Changes. Section 7 of the Clayton Act prohibits mergers and acquisitions where “in any line of commerce or in any activity affecting commerce in any section of the country, the effect of such acquisition may be substantially to lessen competition, or to tend to create a monopoly.”
Remember, unless an exemption applies, the parties to the merger must file with the FTC and the Department of Justice a Premerger Notification Form and pay the filing fee if the transaction meets three tests:
- the Commerce Test – If either party is engaged in commerce or in any activity affecting commerce;
(2) the Size of Transaction Test – see chart below; and
(3) the Size of Person Test – see chart below.
The FTC is required to adjust the thresholds annually based on the change in gross national product. For 2024, the thresholds are:
