The Federal Trade Commission (“FTC”) has announced revised thresholds for determining whether transactions need to be filed under the Hart-Scott-Rodino (“HSR”) Act, along with an updated HSR filing fee schedule. The new minimum “size of transaction” notification threshold for acquisitions of voting securities, assets, or controlling interests in non-corporate entities will be $126.4 million, an increase from the prior threshold of $119.5 million. The new thresholds and fee schedule will be effective February 21, 2025, 30 days after their publication in the Federal Register.

The FTC also announced an increase in the maximum daily civil penalty amount for HSR violations from $51,744 to $53,088 for each day of the violation. The new maximum applies to civil penalties assessed on or after January 17, 2025.

Finally, the FTC also announced slightly higher caps for the de minimis exceptions of Section 8 of the Clayton Act, which prohibits certain interlocking directorates between competing corporations. The new Section 8 exception levels became effective on January 22, 2025, when they were published in the Federal Register.

HSR Act Thresholds and Filing Fees

The HSR Act requires parties to certain mergers and acquisitions to notify the FTC and Antitrust Division of the U.S. Department of Justice (“DOJ”) and observe a waiting period (usually 30 days) prior to consummating a reportable transaction. The notification thresholds are adjusted annually based on changes in the gross national product, with the new, revised thresholds as follows:

Threshold Type Original Base Current 2024 Threshold 2025 Revised Threshold 
 Minimum size of transaction threshold $50 million $119.5 million $126.4 million
 Size of transaction threshold below which the size of person test must also be satisfied $200 million $478 million $505.8 million
 Smaller size of person test $10 million $23.9 million $25.3 million
 Larger size of person test $100 million $239 million $252.9 million


As shown in the table above, the new minimum “size of transaction” threshold is $126.4 million. For transactions not valued above $505.8 million, the parties will also need to meet the “size of person” test for an HSR filing to be required. That test will require one filing “person” to have annual net sales or total assets of at least $252.9 million (the larger size of person test) and the other filing “person” to have at least $25.3 million in annual net sales or total assets (the smaller size of person test), as reported on their most recent regularly-prepared balance sheet or income statement. However, if the “acquired person” is not “engaged in manufacturing,” the smaller size of person test will only be met if it has assets valued at more than $25.3 million.

The FTC also revises the HSR filing fee schedule annually based on changes in the gross national product and in the consumer price index. The new fee schedule, including adjusted valuation ranges that trigger specific filing fees, is as follows:

 2025 Adjusted Size of Transaction2025 Adjusted Filing Fee 
 Less than $179.4 million $30,000
 $179.4 million or more, but less than $555.5 million $105,000
 $555.5 million or more, but less than $1.111 billion $265,000
 $1.111 billion or more, but less than $2.222 billion $425,000
 $2.222 billion or more, but less than $5.555 billion $850,000
 $5.555 billion or more $2,390,000


Section 8 Thresholds (“Interlocking Directorates”)

With certain exceptions, Section 8 of the Clayton Act prohibits a person from serving as a director or officer of two competing corporations at the same time, if each corporation has capital, surplus, and undivided profits above an annually adjusted threshold. Effective January 22, 2025, this threshold is now $51,380,000.

Section 8 does not prohibit an interlock if:

  • The “competitive sales” of either corporation are less than 2 percent of that corporation’s total sales;
  • The “competitive sales” of each corporation are less than 4 percent of that corporation’s total sales; or
  • The “competitive sales” of either corporation are less than an annually adjusted threshold. Effective January 22, 2025, this threshold is now $5,138,000.

New HSR Filing Requirements

A set of sweeping new HSR requirements announced by the federal antitrust agencies in October 2024 is currently set to go into effect on February 10, 2025. That date is likely to hold absent a joint congressional resolution of disapproval pursuant to the Congressional Review Act or court intervention. Notably, on January 10, 2025, the Chamber of Commerce of the United States of America, Business Roundtable, American Investment Council, and Longview Chamber of Commerce challenged the new HSR rules in federal court. The complaint requests, among other things, that the new HSR rules be set aside and that the FTC be enjoined from enforcing the new rules.

* * *

Application of the HSR Act and its implementing rules, as well as Section 8 of the Clayton Act, can be complex. Our antitrust practice group includes attorneys, including several who served at the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice, with decades of experience in advising on HSR matters. Our team can provide detailed and practical insight into how these rules apply to various types of entities and transactions.

If you have any questions concerning the material discussed in this client alert, please contact the members of our Antitrust/Competition practice.

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Photo of Thomas Barnett Thomas Barnett

Thomas Barnett is a partner in the Washington, DC office and co-chair of the firm’s Antitrust & Competition Law Practice Group. Tom served as Assistant Attorney General in charge of the Justice Department’s Antitrust Division. He headed the Antitrust Division from 2005 to…

Thomas Barnett is a partner in the Washington, DC office and co-chair of the firm’s Antitrust & Competition Law Practice Group. Tom served as Assistant Attorney General in charge of the Justice Department’s Antitrust Division. He headed the Antitrust Division from 2005 to 2008, having previously served in the Division as Deputy Assistant Attorney General for Civil Enforcement from 2004 to 2005. He specializes in global antitrust and competition law practice and works closely with the firm’s white collar practice on criminal antitrust enforcement and investigative matters.

During his tenure at the Department of Justice, Tom:

  • Oversaw the review of all mergers investigated by the Division and supervised more than 30 cases filed in federal district court.
  • Was involved in some of the largest and most complicated criminal matters in the Division’s history, including investigations and prosecutions that involved coordination with multiple competition authorities in other jurisdictions.
  • Led an active competition advocacy program that included numerous amicus briefs filed with the U.S. Supreme Court on antitrust issues and comments to a wide range of federal and state agencies.
  • Argued before the U.S. Supreme Court as amicus on behalf of the United States in Bell Atlantic Corp. v. Twombly.
  • Testified several times before Congressional committees.
  • Worked with international antitrust authorities throughout the world and served in leadership positions in key international competition organizations, such as chairing the Working Party on International Cooperation and Enforcement of the OECD Competition Committee and serving on the Steering Committee of the International Competition Network.
  • Received the Edmund Randolph Award, the U.S. Department of Justice’s highest honor, for his service in the Division.
  • Prior to 2004, Mr. Barnett was a leader in the firm’s Antitrust & Consumer Law Practice Group. He also served as an adjunct professor at Georgetown University Law Center, teaching a course on antitrust and intellectual property issues in sports in 2001 and 2003, and as a co-teacher of an advanced antitrust seminar at the University of Virginia Law School multiple times between 1991 and 2004.
Photo of Anne Lee Anne Lee

Anne Lee, co-chair of the firm’s global Antitrust and Competition Law Practice Group, advises clients in complex antitrust litigation matters, strategic transactions, and government investigations. She represents clients before the DOJ and FTC on multi-jurisdictional mergers, competitor collaborations, and joint ventures, and she has…

Anne Lee, co-chair of the firm’s global Antitrust and Competition Law Practice Group, advises clients in complex antitrust litigation matters, strategic transactions, and government investigations. She represents clients before the DOJ and FTC on multi-jurisdictional mergers, competitor collaborations, and joint ventures, and she has litigated cases at the trial and appellate levels in both state and federal courts. Anne also provides antitrust counseling on a wide range of business conduct and compliance issues. A recognized leader in the area, Anne has been named to the “40 Under 40” rankings of both The National Law Journal and Global Competition Review.

Photo of James R. Dean Jr. James R. Dean Jr.

James Dean practices in the antitrust and energy regulatory areas. As part of his antitrust practice, James advises clients on all aspects of antitrust law, including mergers, joint ventures, distribution agreements, and trade association activities. He has represented numerous clients in responding to government…

James Dean practices in the antitrust and energy regulatory areas. As part of his antitrust practice, James advises clients on all aspects of antitrust law, including mergers, joint ventures, distribution agreements, and trade association activities. He has represented numerous clients in responding to government investigations and as both plaintiffs and defendants in private antitrust litigation.

James also regularly handles issues related to pre-merger notification filings under the Hart-Scott-Rodino Act and foreign merger control regimes.

James also has significant experience with energy regulatory matters. He advises both regulated utilities and financial investors on the federal and state regulation of both natural gas and electricity, including market restructuring issues, obtaining regulatory approval for energy-related transactions, and rate filings.

Photo of Ross Demain Ross Demain

Ross Demain advises clients in complex antitrust matters, including mergers and acquisitions, joint ventures, and other transactions; government investigations; litigation; compliance; and trade association activities.

He has represented clients in civil and criminal investigations before the Department of Justice, Federal Trade Commission, and…

Ross Demain advises clients in complex antitrust matters, including mergers and acquisitions, joint ventures, and other transactions; government investigations; litigation; compliance; and trade association activities.

He has represented clients in civil and criminal investigations before the Department of Justice, Federal Trade Commission, and state antitrust enforcers, and in private antitrust litigation as both plaintiffs and defendants. Ross also regularly helps clients assess and comply with their premerger notification obligations under the Hart-Scott Rodino (HSR) Act.

Ross has significant experience helping clients achieve positive outcomes across a variety of industries and sectors, including technology, media, electronics, cable, broadcast, industrial products, energy and natural resources, defense, pharmaceuticals, medical devices, sports, and financial services.

Representative litigation victories in which Ross has been involved include:

  • obtaining dismissal of an antitrust claim in a precedent-setting case at the International Trade Commission (ITC) that confirmed that the antitrust injury requirement applies to claims brought under Section 337 (ITC 2018);
  • achieving one of the first dismissals of a corporate defendant on jurisdictional grounds in the sprawling, In re Automotive Parts Antitrust Litigation (E.D. Mich. 2013);
  • attaining dismissal of a purported class action antitrust suit brought by retired NFL players alleging a conspiracy to restrain a market for the sale of their images and likenesses, Washington v. National Football League (D. Minn. 2012); and
  • obtaining an early dismissal of novel resale price maintenance claims brought in federal court under New York’s Donnelly Act, Worldhomecenter.com, Inc. v. KWC America, Inc. (S.D.N.Y. 2011).
Photo of Kate Mitchell-Tombras Kate Mitchell-Tombras

Kate Mitchell-Tombras represents clients in complex antitrust and commercial legal matters, including litigation, government investigations, and mergers and acquisitions. Kate also advises clients on competition issues, such as antitrust compliance, internal investigations, and responding to Second Requests.

From 2010-2014, Kate was a trial attorney in…

Kate Mitchell-Tombras represents clients in complex antitrust and commercial legal matters, including litigation, government investigations, and mergers and acquisitions. Kate also advises clients on competition issues, such as antitrust compliance, internal investigations, and responding to Second Requests.

From 2010-2014, Kate was a trial attorney in the Antitrust Division at the U.S. Department of Justice. While at the Antitrust Division, Kate successfully represented the United States at trial in its challenge of a conspiracy concerning the pricing of e-books and its challenge of a provision in agreements between a credit card network and merchants. Kate also served as chief of staff of the team responsible for the Antitrust Division’s challenge to the merger between U.S. Airways and American Airlines, which ultimately concluded in a settlement. In recognition of her contribution to the e-books and airlines litigations, Kate received the Antitrust Division’s Award of Distinction.

Photo of Jim O’Connell Jim O’Connell

Jim O’Connell advises clients on their critical antitrust matters, including mergers and acquisitions, joint ventures, and other transactions; licensing arrangements and other business practices; government investigations; and litigation. In connection with his merger practice, he also regularly helps clients assess and comply with…

Jim O’Connell advises clients on their critical antitrust matters, including mergers and acquisitions, joint ventures, and other transactions; licensing arrangements and other business practices; government investigations; and litigation. In connection with his merger practice, he also regularly helps clients assess and comply with their obligations under the HSR Act and comparable merger control regimes around the world.

Clients and peers recommend Jim for his knowledge of antitrust law and his ability to provide expert and practical guidance. He is also recommended for his detailed understanding of the people and processes of the U.S. antitrust enforcement agencies, which he applies to help his clients navigate their most critical antitrust challenges successfully and efficiently. Legal 500 has described him as a “well-respected” practitioner who is “well connected with the DOJ” and recognized by clients for his ability to “quickly develop a high level of company-specific expertise.”

Jim has represented clients in a broad range of industries and sectors, including leading companies in the e-commerce, pharmaceutical, medical device, financial services, telecommunications, electronics, cable, broadcast, alcoholic beverages, consumer products, industrial products and heavy manufacturing, energy and natural resources, steel, aerospace, defense, chemicals, gaming, and software industries.

Jim joined Covington after over five years of public service with the Antitrust Division of the U.S. Department of Justice, where he served in several leadership roles, including as Deputy Assistant Attorney General and Chief of Staff. As Deputy AAG, he had responsibility for the Division’s appellate program and for the development of its major legislative and policy positions, such as those regarding intellectual property and the enforcement of Section 2 of the Sherman Act. His duties also included managing the Division’s relations with its enforcement counterparts around the world. This extensive international enforcement experience enables him to provide his clients highly informed and practical assessments of their U.S. and non-U.S. antitrust risks. Prior to his government service, Jim practiced antitrust law at an international New York-based firm.

A frequent speaker and writer on antitrust law and policy issues, Jim has also been a leader in the Antitrust Section of the American Bar Association for many years, serving in such positions as Chair of the editorial board of Antitrust, the Section’s magazine, and as Co-Chair of the Section’s Federal Civil Enforcement Section. He is currently a member of the Section’s leadership Council. He has also testified before the U.S. Congress and the Antitrust Modernization Commission, and he has served as a non-governmental advisor to the International Competition Network, which brings together competition enforcement authorities, academics, and leading practitioners from around the world to foster the development of best practices and encourage convergence on matters of antitrust policy.

Photo of Ryan Quillian Ryan Quillian

Ryan Quillian, former Deputy Assistant Director of the Technology Enforcement Division at the U.S. Federal Trade Commission (FTC), advises clients on the full range of civil antitrust issues, including conduct and merger investigations, civil litigation, and counseling and compliance.

Ryan joined Covington after…

Ryan Quillian, former Deputy Assistant Director of the Technology Enforcement Division at the U.S. Federal Trade Commission (FTC), advises clients on the full range of civil antitrust issues, including conduct and merger investigations, civil litigation, and counseling and compliance.

Ryan joined Covington after eight years of public service with the FTC, where he worked on antitrust investigations in a variety of industries, including technology, pharmaceutical and life sciences, retail, distribution, consumer goods, and healthcare. In addition to his investigation experience, Ryan also developed strong relationships with staff throughout the agency, routinely interacted with agency leadership, communicated directly with foreign competition agencies, and provided technical assistance on proposed legislation.

As a manager of the FTC’s Technology Enforcement Division, Ryan supervised complex investigations into potentially anticompetitive mergers and conduct involving technology companies. Prior to joining the Technology Enforcement Division, Ryan served as Counsel to the Director of the Bureau of Competition, Attorney Advisor to Commissioner Noah Joshua Phillips, Acting Deputy Assistant Director of the Mergers IV Division, and a staff attorney in the Mergers IV Division.

Drawing on his substantive antitrust experience in government and private practice, Ryan provides clients with strategic counseling to manage competition risks. He regularly advises clients on issues such as antitrust compliance, business conduct, internal investigations, and responding to Second Requests as necessary. Ryan has extensive experience helping clients assess and comply with their premerger notification obligations under the Hart-Scott-Rodino (HSR) Act and comparable foreign premerger regimes, and he regularly guides clients through the coordination of merger clearances in jurisdictions around the world.

Photo of Stacy Kobrick Stacy Kobrick

Stacy Kobrick focuses on counseling clients on Hart-Scott-Rodino (HSR) premerger notification requirements. She represents clients in a variety of industries, including private equity, energy, software, and telecommunications.

She has particular experience advising clients on general antitrust compliance issues, including information exchange and integration planning.