ANTITRUST ALERT
ANTITRUST ALERT
A Global Resource for Compliance Officers & Legal Advisors
ANTITRUST ALERT
A Global Resource for Compliance Officers & Legal Advisors

FTC Publishes Annual Merger Notification Jurisdictional Threshold and Filing Fee Adjustments

by , and | Jan 13, 2025 | , , ,

On January 10, 2025, the Federal Trade Commission (FTC) released increased jurisdictional thresholds, filing fee thresholds, and filing fee amounts for merger notifications made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).

Merger Notification Threshold Changes

The HSR premerger notification regime requires transacting parties to notify the FTC and US Department of Justice (DOJ) of their intent to consummate a transaction that meets or exceeds certain jurisdictional thresholds, unless an exemption applies. The adjusted thresholds apply to all transactions that close on or after the effective date, which will be 30 days after the notice is published in the Federal Register.

The HSR thresholds are adjusted annually based on gross national product (GNP). The threshold changes are as follows:

  • The base statutory size-of-transaction threshold, the lowest threshold requiring notification, will increase to $126.4 million.
  • The upper statutory size-of-transaction test, requiring notification for all transactions that exceed the threshold (regardless of the size-of-person test being satisfied), will increase to $505.8 million.
  • The statutory size-of-person lower and upper thresholds (which will apply to deals valued above $126.4 million but not above $505.8 million) will increase to $25.3 million and $252.9 million, respectively.

HSR Filing Fee Changes

The FTC is also required to update filing fee thresholds and amounts on an annual basis. Filing fee thresholds are adjusted based on the percentage change in GNP and filing fee amounts are adjusted based on the percentage change in the Consumer Price Index. These changes will also take effect 30 days after publication of the notice in the Federal Register.

The adjusted filing fee thresholds and fee amounts are provided in the table below.



FTC Targets Price Discrimination With New Robinson-Patman Act Lawsuit

by , , and | Dec 27, 2024 | , ,

On December 12, 2024, following a nearly two-year-long investigation, the Federal Trade Commission (FTC) initiated its first litigation under the Robinson-Patman Act (RPA) in more than two decades. The FTC sued Southern Glazer’s, a large wine and spirits distributor, alleging the company charged higher prices to smaller retailer customers than it did to large chains, violating the RPA.

The litigation, filed in the last days of the Biden administration’s antitrust regime, may ultimately end with a whimper under the next administration. But for companies managing modern pricing systems, the complaint and the controversy surrounding it provide important insights into how complainants could seek to advance RPA suits in today’s retail environment. The complaint illustrates how current FTC leadership intended to operationalize its new focus on price discrimination and provides a roadmap for how state regulators and private plaintiffs can litigate the issue regardless of how the FTC proceeds under the new administration. Perhaps even more useful, the dissents filed by FTC Commissioners Melissa Holyoak and Andrew Ferguson suggest a blueprint for a legal response to future actions that may resonate with other regulators – and more importantly, with federal and state judges.

Read more here.



What a Second Trump Term Means for Antitrust Enforcement

by , , and | Dec 4, 2024 | , , , , ,

On January 20, 2025, President-elect Donald J. Trump’s administration will come into power. The McDermott antitrust and competition team has analyzed the first Trump term, compared it to the Biden administration’s actions, and reviewed statements from those involved in the upcoming Trump administration. While it appears that the new administration will be good for business, especially for companies planning to expand through mergers and acquisitions, this client alert takes a closer look at what is likely to change and what is likely to stay the same in antitrust enforcement throughout the next four years.

Read more here.


Understanding How the New HSR Regime Impacts Your Business

by , , , , and | Nov 5, 2024 | ,

During a recent webinar, Jon Dubrow, Greg Heltzer, Lisa Rumin, and Ryan Tisch provided a comprehensive introduction to the new Hart-Scott-Rodino (HSR) rules and their impact on the US premerger notification filing process. The program concluded with a Q&A moderated by Reese Poncia and featuring Ty Carson, a former Federal Trade Commission Premerger Notification Office lawyer, who shared his insider’s perspective from six years with the agency.

Access the recording and slides here.



New Premerger Notification Regime to Fundamentally Change M&A Strategy

by , , , , , and | Oct 16, 2024 | ,

On October 10, 2024, the Federal Trade Commission issued new final rules governing the US premerger notification filing process. These rules – the first major overhaul to the Hart-Scott-Rodino (HSR) filing form in the nearly 50-year history of the HSR Act – will fundamentally alter the premerger notification process. While the rules omit some of the more extreme aspects proposed in the 2023 draft rules, they impose substantially more burdens on filing parties than the current filing regime. The changes will have wide-ranging implications for all parties required to notify transactions under the HSR Act.

Read more here.



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