FTC Announces 2023 Update Of Size Of Transaction Thresholds And Fee Increases

The Federal Trade Commission has approved revised jurisdictional and filing fee thresholds for the Hart‑Scott‑Rodino (HSR) Antitrust Improvements Act of 1976. 

Section 7A(a)(2) of the act requires the Commission to revise the jurisdictional thresholds annually, based on the change in gross national product. The FTC revises the filing fees annually based on the change in the U.S. consumer price index.

For 2023, the size-of-transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act will adjust from $101 million to $111.4 million. 

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Also, the 2023 thresholds under Section 8 of the act that trigger prohibitions on certain interlocking memberships on corporate boards of directors are $45,257,000 for Section 8(a)(l) and $4,525,700 for Section 8(a)(2)(A).

The revised thresholds under Section 7A of the Clayton Act will apply to all transactions that close on or after the effective date of the notice, which is 30 days after its publication in the Federal Register. The thresholds for Section 8 of the Clayton Act become effective upon their publication in the Federal Register. A complete listing of current thresholds can be found on the FTC’s website, and will be updated closer to the time they become effective.