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FTC Announces 2022 Revised Jurisdictional and Filing Fee Thresholds

Practices: Antitrust

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The Federal Trade Commission has announced revised jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“the Act”). The new thresholds under the Act represent an approximately 10% increase from last year. The revised thresholds were published in the Federal Register on January 24, 2022.

Transactions closing on or after February 23 will be subject to the following revised thresholds:

  • Size-of-Transaction Test: The $50 million (as adjusted) threshold used in the size-of-transaction test will increase from $92 million to $101 million.
  • Size-of-Persons Test: The $10 million (as adjusted) and $100 million (as adjusted) sales and assets thresholds used in the size-of-persons test will increase from $18.4 million to $20.2 million and from $184 million to $202 million, respectively. The $200 million (as adjusted) threshold, below which the size-of-persons test applies, will increase from $368 million to $403.9 million.
  • Filing Fees: The filing fees under the Act are not revised under these changes, but the filing thresholds, based upon the value of assets or voting securities, which trigger each fee, will be revised as follows:
     

    Value of Transaction

    Filing Fee

    In excess of $101 million but less than $202 million
    (previously $92 million but less than $184 million)

    $45,000

    $202 million or greater but less than $1.0098 billion
    (previously $184 million but less than $919.9 million)

    $125,000

    $1.0098 billion or more
    (previously $919.9 million or more)

    $280,000

Other value limitations contained in the HSR coverage and exemption rules have also been adjusted. The FTC has increased the maximum civil penalties for noncompliance with the HSR Act to $46,517 (previously $43,792) for each day during which a person is in violation of the Act.

The revised jurisdictional thresholds will remain in effect until the next adjustment issued by the FTC, which is expected in the first quarter of 2023.

For additional information regarding HSR jurisdictional thresholds and reporting requirements, please feel free to contact any member of Ropes & Gray’s antitrust practice group.

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