Article written by Oded Kadosh, Guy Milhalter and Austin Ochoa
On January 24, the Federal Trade Commission (FTC) announced its annual update to the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, which includes an increase to the minimum size of transaction threshold requiring notification from $92 million to $101 million.
The HSR Act requires parties intending to merge or to acquire assets, voting securities or certain non-corporate interests to notify the FTC and the Antitrust Division of the U.S. Department of Justice (DOJ), and to observe a statutory waiting period before consummating a transaction, if certain notification thresholds are met.
Specifically, notification is required if both the “size of person” and “size of transaction” thresholds are met, unless an exemption applies. The FTC adjusts notification thresholds annually based on changes in the gross national product.
The size of person threshold was adjusted, requiring notification if one party has sales or assets of at least $202 million and the other party has sales or assets of at least $20.2 million. The minimum size of transaction threshold increased from $92 million in 2021 to $101 million in 2022. Additionally, transactions valued at $403.9 million or more ($368 million in 2021) require notification regardless of the size of the parties, unless an exemption applies.
While the per-transaction filing fees remain unchanged, the thresholds that trigger each fee have increased:
- $45,000 filing fee required for transactions valued at $101 million or more but less than $202 million
- $125,000 filing fee required for transactions valued at $202 million or more but less than $1.0098 billion
- $280,000 filing fee required for transactions valued at $1.0098 billion or more
Importantly, the FTC increased the maximum civil penalty for HSR Act violations, raising the amount from $43,792 per day to $46,517 per day, effective as of January 10, 2022.
The new thresholds apply to transactions that close on or after February 23, 2022.
 Revised Jurisdictional Thresholds for Section 7A of the Clayton Act, 87 Fed. Reg. 3541 (January 24, 2022).
 Federal Trade Commission Press Release: FTC Publishes Inflation-Adjusted Civil Penalty Amounts for 2022.