Current Month (January 2026)
Antitrust Law
FTC Announces Annual Changes to the HSR Act’s Notification Thresholds
By Barbara Sicalides, Troutman Pepper Locke
The Federal Trade Commission (“FTC”) announced the annual changes to the Hart-Scott-Rodino (“HSR”) Act notification thresholds. The HSR Act requires all persons contemplating certain mergers or acquisitions that meet or exceed the jurisdictional thresholds to file notification with the FTC and the Department of Justice and to wait a designated period of time before consummating such transactions. These thresholds are adjusted annually based on changes in the U.S. gross national product (“GNP”). The changes will become effective February 17, 2026.
Generally, the HSR Act requires notification for mergers, acquisitions, joint venture formations, and certain exclusive pharmaceutical license agreements over a certain size among parties over a certain size. The size-of-transaction threshold will increase to $133.9 million from $126.4 million. Transactions that will result in the purchaser holding voting securities, assets, or noncorporate interests valued above that threshold will be reportable if the size-of-parties test is also satisfied and no exemptions apply. The new thresholds also apply to certain exclusive pharmaceutical patent licenses.
The size-of-parties thresholds will also increase. Generally, one party must have sales or assets of at least $26.8 million, and the other party must have sales or assets of at least $267.8 million. Unless an exemption applies, transactions valued in excess of $535.5 million will require premerger notification regardless of the annual sales or assets of the parties.
FTC announces changes in filing fees
In addition to announcing the new HSR thresholds, the FTC approved publication of the new merger filing fee thresholds. There are six filing fee thresholds based on the size of the transaction:
Filing Fee | 2026 Size-of-Transaction |
|---|---|
$35,000 | valued above $133.9 million but less than $189.6 million |
$110,000 | valued at or above $189.6 million but less than $586.9 million |
$275,000 | valued at or above $586.9 million but less than $1.174 billion |
$440,000 | valued at or above $1.174 billion but less than $2.347 billion |
$875,000 | valued at or above $2.347 billion but less than $5.869 billion |
$2,460,000 | valued at or above $5.869 billion |
To determine reportability, parties must apply the thresholds that are or will be in effect at the time of closing. However, the applicable filing fee is based on the filing fee threshold that is in effect at the time the parties submit their HSR filings.
Summary of new HSR thresholds
Size-of-transaction threshold:
$126.4 million will become $133.9 million
Size-of-parties thresholds:
$25.3 million will become $26.8 million
$252.9 million will become $267.8 million
Size-of-transaction where size-of-parties no longer relevant:
$505.8 million will become $535.5 million
The HSR regulations are complex and address, among other things, how to determine the size of the person and the size of the transaction and whether an exemption could apply. It is important to be familiar not only with the specific thresholds but also with how the thresholds apply to your transactions.
Consumer Finance
Supreme Court Confirms “Reasonable Time” Filing Requirement Applies to Motions for Relief from Judgment on the Ground that the Judgment Is Void
By Kevin Liu, Pilgrim Christakis LLP
On January 20, 2026, a unanimous Supreme Court held that Federal Rule of Civil Procedure 60(c)(1)’s requirement that parties make Rule 60(b) motions within a “reasonable time” applies to motions seeking relief from an allegedly void judgment under Rule 60(b)(4), resolving a decades-old circuit split. Coney Island Auto Parts Unlimited, Inc. v. Burton, 607 U.S. ___, — S.Ct. —, 2026 WL 135998 (2026).
Rule 60(b) permits parties to seek relief from a final judgment on six grounds, and Rule 60(c)(1) mandates time limits for filing a Rule 60(b) motion. Specifically, Rule 60(c)(1) requires Rule 60(b) motions, including those based on the reason that the judgment is void under Rule 60(b)(4), be filed “within a reasonable time” after entry of judgment. However, for years, a majority of Circuit Courts have held that this timing requirement does not apply to attacks on void judgments, because a “void judgment is a legal nullity” and so the “passage of time cannot turn such a nullity into an enforceable judgment.” Burton, 2026 WL 135998 at *3; see Jackson v. FIE Corp., 302 F.3d 515, 523 (5th Cir. 2002) (“there is no time limit on Rule 60(b)(4) motions”); U.S. v. One Toshiba Color Television, 213 F.3d 147, 157 (3d Cir. 2000) (“no passage of time can transmute a nullity into a binding judgment, and hence there is no time limit for such a motion”) Sea-Land Serv., Inc. v. Ceramica Europa II, Inc., 160 F.3d 849, 852 (1st Cir. 1998) (“Rule 60(b)(4) motions cannot be denied on the procedural ground that they were not brought within a ‘reasonable time’ as required under Rule 60(b).”); Hertz Corp. v. Alamo Rent-A-Car, Inc., 16 F.3d 1126, 1130 (11th Cir. 1994) (“the time within which a Rule 60(b)(4) motion may be brought is not constrained by reasonableness”); Rodd v. Region Const. Co., 783 F.2d 89, 91 (7th Cir. 1986) (“the reasonable time criterion of Rule 60(b) as it relates to void judgements, means no time limit, because a void judgment is no judgment at all”); V.T.A., Inc. v. Airco, Inc., 597 F.2d 220, 224 (10th Cir. 1979) (Rule “60(b)(4) is not subject to any time limitation”); Austin v. Smith, 312 F.2d 337, 343 (D.C. Cir. 1962) (“the Rule places no time limit on an attack upon a void judgment”). The Sixth Circuit—where this case was appealed from—was a notable standout, having held that an attack on the judgment as void “is only cognizable if brought within a reasonable time.” U.S. v. Dalide, 316 F.3d 611, 617 (6th Cir. 2003).
The Supreme Court struck down the majority Circuits’ reasoning: “Here, the operative language [in Rule 60(c)(1)] clearly requires parties to make Rule 60(b) motions within a reasonable time.” It noted, “Even if the passage of time cannot cure voidness, the same principle holds true for most legal errors. Nevertheless, statutes and rules routinely limit the time during which a party can seek relief from a judgment infected by error . . . we cannot divine any principle requiring courts to keep their doors perpetually open to allegations of voidness.” The Court gave examples of a district court or a circuit court erroneously asserting subject matter jurisdiction; applying the majority Circuits’ reasoning, the “adversely affected party could wait as long as it wanted before filing a notice of appeal . . . [or] a petition for a writ of certiorari.” The Court further noted that Rule 60(c)(1) does not define a fixed time limit for parties to challenge void judgments, and so the “reasonable time” condition is able to “accommodate” the particular circumstances of each case. The Court indicated that “[g]iving a party a ‘reasonable’ time to seek relief from an allegedly void judgment may well be all that due process demands.” Justice Sotomayor concurred but criticized the majority for opining on due process because the constitutional issue was not raised by any party.
