MONTH-IN-BRIEF (Jan 2024)
FTC Announces Annual Changes to the HSR Act’s Notification Thresholds
By Barbara Sicalides, Troutman, Pepper, Hamilton, Sanders, LLP
The Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds on January 22, 2024. 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 US gross national product (GNP). The changes are expected to become effective thirty days after notice is published in the Federal Register.
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 $119.5 million from $111.4 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 are available.