WASHINGTON, D.C. — The Federal Trade Commission (FTC) has approved updated jurisdictional thresholds and filing fee schedules for transactions falling under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and Section 8 of the Clayton Act. The revisions, effective in 2025, reflect adjustments based on gross national product (GNP) and consumer price index changes.
For the upcoming year, the HSR reporting threshold for mergers and acquisitions will increase from $119.5 million to $126.4 million, requiring parties to disclose proposed transactions meeting or exceeding this threshold. Additionally, the revised filing fees tied to these transactions will also adjust accordingly. Amendments affect transactions closing 30 days or later after the revisions are officially published in the Federal Register. The FTC unanimously approved the changes with a 5-0 vote.
Further updates include revised thresholds under Section 8 of the Clayton Act, which governs interlocking directorates, where individuals simultaneously serve as officers or directors of competing firms. For 2025, the prohibitive thresholds under Section 8 are set at $51,380,000 for Section 8(a)(1) and $5,138,000 for Section 8(a)(2)(A). These apply once the Federal Register publication is finalized.
The annual adjustments are necessary under federal law to ensure that antitrust regulations remain aligned with economic conditions. By revising these thresholds, the FTC aims to provide clearer guidance to businesses navigating merger and acquisition processes or managing potential conflicts arising from interlocking corporate governance roles.
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