FTC Increases Hart-Scott-Rodino Act Notification Thresholds, Filing Fees, and Civil Penalty Amounts for 2025

The Federal Trade Commission (“FTC”) announced that for all transactions closing on or after February 21, 2025, the thresholds that determine whether the parties must submit a pre-closing notification to the FTC and the Antitrust Division of the Department of Justice (“DOJ”) will increase by approximately 6%. The new thresholds mean that unless otherwise exempted, pre-closing notifications required by the Hart-Scott-Rodino Act (“HSR Act”) must be filed where either: (a) the acquiring person will hold more than $505.8 million of the acquired person’s voting securities, non-corporate interests or assets as a result of the acquisition; or (b) the acquiring person will hold more than $126.4 million of the acquired person’s voting securities, non-corporate interests or assets as a result of the acquisition and one ultimate parent entity to the transaction has annual net sales or total assets of $252.9 million or more and the other ultimate parent entity to the transaction has annual net sales or total assets of $25.3 million or more.

You can download a quick reference for these new thresholds and filing fee structure here.

When pre-closing notification is required under the HSR Act, the parties must wait 30 days after submitting completed notifications before closing the transaction. The waiting period can be extended by 30 days if, in response to a request by the FTC or DOJ, the parties voluntarily “pull and refile” their notifications. The waiting period can also be extended even longer if the FTC or DOJ issues a request for additional information about the transaction (commonly referred to as a “Second Request”). In that case, the waiting period is extended to 30 days after the parties substantially comply with the Second Request. 

Civil Penalties Increased

HSR Act violations, including failing to file a notification or failing to observe the applicable waiting period, are subject to significant civil penalties for each day of non-compliance. The maximum daily fine is now $53,088 per day. The FTC recently imposed a record-setting fine of $5.6 million against an acquiring company that assumed operational control over significant aspects of the target company’s day-to-day business operations before the expiration of the waiting period, and the DOJ recently filed litigation against a private equity firm for failing to meet its filing obligations on several transactions.

HSR Filing Fees Updated

The FTC also announced HSR filing fees for 2025. The new HSR filing fees, which are based on the size of transaction, are also effective February 21, 2025. Under the HSR Act, the acquiring person is responsible for paying these fees, however, parties may agree to allocate responsibility for payment differently.

Determining whether a filing is required and, if so, what the appropriate filing fee may be, requires an understanding of the detailed HSR Act, rules, and agency interpretations. Consult with counsel for advice on whether your transaction may be subject to the HSR Act and to discuss whether your deal may present other antitrust risks. For more information on HSR or other antitrust issues, please contact Howard Iwrey (248-203-0526, hiwrey@dykema.com), Cody Rockey (734-214-7655, crockey@dykema.com), A. Joseph Duffy IV (248-203-0713, jduffy@dykema.com), or your Dykema relationship attorney.