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Kate Mitchell-Tombras

Kate Mitchell-Tombras advises clients in complex antitrust matters, including litigation, government investigations, joint ventures, strategic transactions, and antitrust compliance programs. She represents clients regularly before the DOJ and FTC and has litigated antitrust cases in federal courts throughout the country.    

Prior to Covington, Kate was a trial attorney in the Antitrust Division at the U.S. Department of Justice, where she successfully represented the United States at trial in United States v. Apple and United States v. American Express and served as chief of staff of the trial team in United States v. U.S. Airways Group, which ultimately concluded in a settlement. She received the Antitrust Division’s Award of Distinction in recognition of excellence in litigation.

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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:Continue Reading FTC Increases HSR Filing Thresholds and Fees, Penalties, and Thresholds Applicable to Board “Interlocks” for 2025

On October 10, 2024, the federal antitrust agencies finalized the most significant changes to the U.S. merger notification regime since the enactment of the Hart-Scott-Rodino (“HSR”) Act in 1976. The Final Rule—which was issued by the U.S. Federal Trade Commission (“FTC”) with the concurrence of the Antitrust Division of the Department of Justice (“DOJ”) (together, “the Agencies”)—will significantly increase the burden on companies whose transactions must be notified to the Agencies pursuant to the HSR Act.

The Final Rule will become effective 90 days after publication in the Federal Register, meaning that the expanded filing requirements will take effect no earlier than mid-January 2025.

Although the Agencies significantly scaled back the changes they originally proposed in June 2023, the Final Rule will still fundamentally reshape the HSR process. According to the Agencies themselves, filings in most cases will take additional time to prepare and become much more expensive, which could extend deal timelines.

Notable new requirements include:

  • adding a “supervisory deal team lead” to the individuals from whom transaction-specific documents must be collected;
  • requiring production of certain non-transaction specific documents that analyze competitive overlaps relevant to the Transaction that were provided to the CEO (or CEOs of subsidiaries involved in the transaction) or members of the board;
  • submission of narrative descriptions of each strategic rationale for the transaction and of any horizontal overlaps or vertical relationships between the parties; and
  • providing the most recent year’s sales data for each overlapping product or service between the parties.

The FTC vote to issue the Final Rule was unanimous. The FTC and DOJ each issued press releases to accompany the issuance of the Final Rule, FTC Chair Lina M. Khan issued a statement (joined by Commissioners Rebecca Kelly Slaughter and Alvaro Bedoya), and Commissioners Andrew N. Ferguson (here) and Melissa Holyoak (here) each issued a statement as well. Commissioner Holyoak’s statement identifies many of the key differences between the Final Rule and the proposed rule.Continue Reading FTC and DOJ Announce Final Rule Reshaping HSR Filing Requirements