FTC releases revised Hart-Scott-Rodino notification thresholds for 2022

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January 25, 2022

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On January 24, 2022, the Federal Trade Commission announced its annual update of pre-merger reporting thresholds for certain M&A transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). According to the Act, the jurisdictional thresholds of the HSR Act are updated annually to reflect changes in gross national product. The new thresholds will take effect on February 23, 2022 and will apply to transactions completed on or after that date.

The transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act will increase by $9.0 million from $92 million in 2021 to $101 million in 2022.

Original Threshold

2021 threshold

2022 threshold

10 million dollars

$18.4 million

$20.2 million

50 million dollars

$92.0 million

$101 million

100 million dollars

$184.0 million

$202 million

110 million dollars

$202.4 million

$222.2 million

200 million dollars

$368.0 million

$403.9 million

500 million dollars

$919.9 million

$1.0098 billion

1 billion dollars

$1,839.8 million

$2.0196 billion

Maximum penalty for HSR law violations increased from $43,792 per day to $46,517.

The level of filing fees has not changed, but the thresholds that trigger each fee have increased:

fee

transaction size

$45,000

Worth more than $101 million but less than $202 million

$125,000

Value of $202 million or more but less than $1.0098 billion

$280,000

Valued at $1.0098 billion or more

The 2022 thresholds that trigger bans on certain interlocking directorates on corporate boards are $41,034,000 for Section 8(a)(l) (Size of Company) and $4,103,400 for Section 8(a)(2)(A ) (competitive sales). The Section 8 thresholds became effective on January 21, 2022.

If you have questions about the new HSR transaction size thresholds, or HSR and antitrust/competition regulations and rulemaking generally, please contact one of the partners or attorneys listed below.


The following Gibson Dunn attorneys prepared this client alert: Adam Di Vincenzo, Andrew Cline and Chris Wilson.

Gibson Dunn attorneys are available to assist clients with any questions they may have regarding HSR law or antitrust issues arising from business transactions. Please contact the Gibson Dunn attorney with whom you normally work in the firm’s Antitrust and Competition practice, or contact:

Adam Di Vincenzo – Washington, DC (+1 202-887-3704, [email protected])

Andrew Cline – Washington, DC (+1 202-887-3698, [email protected]gibsondunn.com)

Chris Wilson – Washington, DC (+1 202-955-8520, [email protected])

Rachel S. Brass – Co-Chair, Antitrust & Competition Group, San Francisco
(+1 415-393-8293, [email protected])

Stephen Weissman – Co-Chairman, Antitrust & Competition Group, Washington, DC
(+1 202-955-8678, [email protected])

© 2022 Gibson, Dunn & Crutcher LLP

Attorney Promotion: The attached materials have been prepared for general informational purposes only and are not intended as legal advice.

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