Comments
Compliance with the HSR Act is critical. The maximum civil penalty available for HSR Act violations stands at $51,744 per day, pending an inflation adjustment for 2025.
Under the new HSR thresholds, a transaction may be reportable if the buyer will hold voting securities, assets, or non-corporate interests valued over $126.4 million as a result of the acquisition.
At this time, the Agencies have finalized changes to the HSR form currently scheduled to take effect on February 10, 2025, which would significantly expand the information required to be collected and reported by transacting parties.
In depth
Under the 2025 thresholds, the lowest "size of transaction" notification threshold for any acquisitions of voting securities, assets, or non-corporate interests will increase from $119.5 million to $126.4 million. For transactions valued above $126.4 million but below $505.8 million, an HSR filing may be triggered only if the "size of person" test is satisfied. Transactions valued above $505.8 million may trigger an HSR filing obligation irrespective of the size of the parties involved.
The HSR Act "size of person" test, when applicable, generally will be satisfied if one party to the transaction has annual net sales or total assets of $252.9 million or more and the other party has $25.3 million or more in annual net sales or total assets. In each case, the operative "party" is the ultimate parent entity of the party to the potentially notifiable transaction.
| Notification Threshold |
New |
Current |
| "Size of Transaction" Test |
$126.4 million |
$119.5 million |
| "Size of Person" Test* |
One party $252.9 million;
Other party $25.3 million |
One party $239 million;
Other party $23.9 million |
| "Size of Person" Test is Inapplicable |
$505.8 million |
$478 million |
* Applies to each party's annual net sales or total assets; if target is not engaged in manufacturing, only assets are considered in determining its size.
The updated 2025 HSR filing fee schedule increases the transaction threshold for each transaction value range and raises most of the filing fee amounts:
| 2025 Adjusted Filing Fee |
2025 Transaction Value |
2024 Filing Fee |
2024 Transaction Value |
| $30,000 |
Over $126.4 million but under $179.4 million |
$30,000 |
Over $119.5 million but under $173.3 million |
| $105,000 |
Over $179.4 million but under $555.5 million |
$105,000 |
Over $173.3 million but under $536.5 million |
| $265,000 |
Over $555.5 million but under $1.111 billion |
$260,000 |
Over $536.5 million but under $1.073 billion |
| $425,000 |
Over $1.111 billion but under $2.222 billion |
$415,000 |
Over $1.073 billion but under $2.146 billion |
| $850,000 |
Over $2.222 billion but under $5.555 billion |
$830,000 |
Over $2.146 billion but under $5.365 billion |
| $2,390,000 |
$5.555 billion or more |
$2,335,000 |
$5.365 billion or more |
