Notification Threshold Below the Hart-Scott-Rodino Act Elevated to $101 Million

On January 21, 2022, the US Federal Commerce Fee (FTC) introduced elevated thresholds for the Hart-Scott-Rodino Antitrust Enhancements Act of 1976 (HSR). The thresholds are listed to adjustments within the gross nationwide product (GNP).


These elevated thresholds are scheduled to be revealed within the Federal Register on January 24, 2022, which might make them grow to be efficient on February 23, 2022. These new thresholds apply to any transaction that closes on or after the efficient date:

  • The bottom submitting threshold, which steadily determines whether or not a transaction requires the submitting of an HSR notification, will enhance to $101 million.
  • The choice statutory size-of-transaction take a look at, which captures all transactions valued above a sure dimension (even when the “size-of-person” threshold shouldn’t be met), might be adjusted to $403.9 million.
  • The statutory size-of-person thresholds will enhance to $20.2 million and $202 million.


The changes will have an effect on events considering HSR notifications in numerous methods. Transactions that meet the present “size-of-transaction” threshold (however not the adjusted $101 million threshold) will solely have to be filed if they’ll shut earlier than the brand new thresholds take impact on February 23, 2022.

Events may notice a advantage of decrease notification submitting charges for sure transactions. Below the foundations, the buying individual should pay a submitting charge, though the events might allocate that charge amongst themselves. Submitting charges for HSR-reportable transactions will stay unchanged; nonetheless, the dimensions of transactions topic to the submitting charge tiers will shift upward due to the GNP-indexing changes:

Submitting Charge Measurement of Transaction
$45,000 $101 million, however lower than $202 million
$125,000 $202 million, however lower than $1.0098 billion
$280,000 $1.0098 billion or extra

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