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New Financial Thresholds For Pre-Merger Notification For 2024 Announced

On January 22, 2024, the Federal Trade Commission (the “FTC”) announced new jurisdictional thresholds for the Hart-Scott-Rodino Act (“HSR”).

The FTC enforces the federal antitrust laws, specifically Sections 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1, 2; Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45; and Sections 3, 7, and 8 of the Clayton Act, 15 U.S.C. §§ 14, 18, 19.

Pre-Merger Notification Changes. Section 7 of the Clayton Act prohibits mergers and acquisitions where “in any line of commerce or in any activity affecting commerce in any section of the country, the effect of such acquisition may be substantially to lessen competition, or to tend to create a monopoly.”

Remember, unless an exemption applies, the parties to the merger must file with the FTC and the Department of Justice a Premerger Notification Form and pay the filing fee if the transaction meets three tests:

  • the Commerce Test – If either party is engaged in commerce or in any activity affecting commerce;
    (2) the Size of Transaction Test – see chart below; and
    (3) the Size of Person Test – see chart below.

The FTC is required to adjust the thresholds annually based on the change in gross national product. For 2024, the thresholds are:



Size of Transaction

$119.5 Million

Size of Person

$23.9 Million and $239 Million

Transaction Size above which Size of Person Test Does Not Apply

$478 Million

Notification Thresholds

$119.5 Million

$239 Million

$1.195 Billion

25% of stock worth $2.39 Billion

Filing Fee Changes. The FTC also raised the filing fees for the Premerger Notification:

Size of Transaction

Filing Fee

Greater than $119.5 Million but less than $173.3 Million


At least $173.3 Million but less than $526.5 Million


At least $536.5 Million but less than $1.073 Billion


At least $1.073 Billion but less than $2.0 Billion


At least $2.0 Billion but less than $5.0 Billion


$5.0 Billion or more


Interlocking Director Changes. Section 8 of the Clayton Act makes it illegal, subject to certain exceptions, for a person to serve as a director or officer for two competing companies when the companies' profits or competitive sales exceed threshold limits. The FTC increased the thresholds so that an interlocking director would be illegal if each company has capital, surplus, and undivided profits aggregating more than $48,559,000 (Section 8(a)(1)), unless one of the companies' competitive sales against the other are less than $4,855,900 (Section 8(a)(2)(A)) or other de minimis exemptions apply (Section 8(a)(2)(B) and (C)).

Penalty Increase. The maximum civil penalty for violations of the HSR increased from $50,120 per day to $51,744 per day.

Effective Dates. The increased HSR thresholds and filing fees will be effective in late February 2024 (30 days after publication in the Federal Register). The increased civil penalties became effective January 10, 2024 for civil penalties assessed after the effective date, including civil penalties for which the associated violation predated the effective date.

See the FTC Press Release: https://www.ftc.gov/news-events/news/press-releases/2024/01/ftc-announces-2024-update-size-transaction-thresholds-premerger-notification-filings

This memorandum is provided by Sichenzia Ross Ference Carmel LLP for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.