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What triggers an HSR filing?

On January 10, 2025, the Federal Trade Commission (FTC) announced its annual adjustments to the filing thresholds and fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). Because of this years adjustments, transactions valued at more than $126.4 million may trigger an HSR filing.

Who needs to make an HSR filing?

If the transaction is valued at more than $200 million (as adjusted), and no exemption applies, an HSR filing must be made and parties must wait until the statutory waiting period has expired before closing the deal.

What is an HSR document?

Under the Hart-Scott-Rodino (HSR) Act, parties to certain large mergers and acquisitions must file premerger notification and wait for government review.

What is the purpose of the HSR?

Its primary purpose is to amend the antitrust laws of the United States, primarily the Clayton Antitrust Act, to regulate mergers, acquisitions, transfers of securities, and assets.

What triggers a HSR filing?

(1) the Commerce Test, (2) the Size of Transaction Test, and. (3) the Size of Person Test. The Commerce Test: If either party is engaged in commerce or in any activity affecting commerce, this test is met. The Size of Transaction Test: The transaction must be valued at more than $50 Million (as adjusted).

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What is an HSR form?

Under 15 U.S.C. 18a, commonly known as the Hart-Scott-Rodino Antitrust Improvements Act, parties to certain mergers and acquisitions must submit premerger notification filings known as HSR filings and wait a prescribed amount of time before consummating the transaction.

What is the HSR filing threshold?

The most significant threshold in determining reportability is the minimum size of transaction threshold. This is often referred to as the $50 million (as adjusted) threshold because it started at $50 million and is now adjusted annually. For 2025, that threshold will be $126.4 million.

What is HSR for?

The HSR Act provides that parties must not complete certain mergers, acquisitions or transfers of securities or assets, including grants of executive compensation, until they have made a detailed filing with the U.S. Federal Trade Commission and Department of Justice and waited for those agencies to determine that the

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