1 https://www.ftc.gov/news-events/news/press-releases/2025/01/ftc-announces-2025-update-size-transaction-thresholds-premerger-notification-filings?utm_source=govdelivery.
2 Publication is pending, meaning they will be in force no earlier than February 13, 2025 but likely shortly thereafter.
3 https://www.federalregister.gov/documents/2024/11/12/2024-25024/premerger-notification-reporting-and-waiting-period-requirements.
4 https://blog.freshfields.us/post/102jlrb/the-agencies-hsr-paradox-overhaul-of-u-s-merger-filing-requirements-still-risk.
5 https://www.ftc.gov/news-events/news/press-releases/2025/01/ftc-announces-2025-jurisdictional-threshold-updates-interlocking-directorates?utm_source=govdelivery. Publication is pending, meaning they will be in force no earlier than January 14, 2025.
6 Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. 18a.
II. Updates to HSR Filing Fee Thresholds and Amounts
This is the second time the six-tier filing fee structure introduced by the Merger Filing Fee Modernization Act (2023) has been updated based on changes in the Consumer Price Index (CPI). The 3.2% increase in CPI, as determined by the Bureau of Labor Statistics, translates to the updated filing fee amounts as listed below, with transaction values updated based on changes to GNP:
| Updated Filing Fee | Transaction Value |
| $30,000 (same as prior year) | valued at more than $126.4 million but less than $179.4 million (previously $161.5 million) |
| $105,000 (same as prior year) | valued at $179.4 million (previously $173.3 million) or more but is less than $555.5 million (previously $536.5 million) |
| $265,000 (previously $260,000) | valued at $555.5 million (previously $536.5 million) or more but is less than $1.111 billion (previously $1.073 billion) |
| $425,000 (previously $415,000) | valued at $1.111 billion (previously $1.073 billion) or more but is less than $2.222 billion (previously $2.146 billion) |
| $850,000 (previously $830,000) | valued at $2.222 billion (previously $2.146 billion) or more but is less than $5.555 billion (previously $5.365 billion) |
| $2,390,000 (previously $2,335,000) | valued at $5.555 billion (previously $5.365 billion) or more |
III. Updated Thresholds for Interlocking Directorate Enforcement
Section 8 of the Clayton Act prohibits simultaneous service of officers or directors on two competing corporations (i.e., an “interlocking directorate”) if certain thresholds are met. Similar to the reportability thresholds under the HSR Act, the Section 8 enforcement thresholds are adjusted annually based on changes to the US GNP, which increased by approximately 6%.
For 2025, an interlocking directorate is prohibited where:
Each competitor corporation has capital, surplus, and undivided profits aggregating more than $51,380,000 (previously $48,559,000); AND
Both competitor corporations have competitive sales of more than $5,138,000 (previously $4,855,900).
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