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  • Steps for Determining Whether an HSR Filing is Required
    Unless an exemption applies, premerger notification is required if your transaction meets three tests: (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
  • Hart-Scott-Rodino: Size-of-Person Test Calculation
    The Size-of-Person Test under the Hart-Scott-Rodino Act determines the applicability of antitrust regulations through calculations of total assets or annual sales of the entities involved The acquirer’s and target’s sizes must meet minimum thresholds for mandatory HSR filings
  • Annual HSR Threshold Adjustments Announced for 2025
    Annual HSR Threshold Adjustments Announced for 2025 FTC adjusts the Hart-Scott-Rodino Act size thresholds, raising the minimum size for reportable acquisitions to $126 4 million
  • 2026 HSR Threshold
    There are, however, several nuances and exceptions to the size-of-person test that must be examined separately for each transaction The increased thresholds arise from amendments to the HSR Act in 2000 that require the FTC to adjust the thresholds annually in response to the change in the gross national product (GNP)
  • 2024 Revised Hart-Scott-Rodino Thresholds and Filing Fees
    2024 Size-of-Person Test: Met if one party to the transaction has $239 million or more in annual net sales or total assets and the other has $23 9 million or more in annual net sales or total assets In addition to the revised thresholds, the HSR filing fees will be increased slightly for most transactions as shown below:
  • HSR Filing Thresholds: Size-of-Transaction Size-of-Person Tests
    Learn how HSR filing thresholds work, from the size-of-transaction and size-of-person tests to common exemptions, fees, and what happens during the waiting period
  • HSR Size of Person Test: How It Works and Thresholds
    The HSR size of person test determines whether a transaction requires antitrust filing based on a party’s total assets and annual net sales
  • New HSR thresholds and filing fees for 2025 - Federal Trade Commission
    The HSR Rules contain additional notification thresholds that relieve parties of the burden of making another filing every time additional voting shares of the same person are acquired So, when HSR notification is filed, the acquiring person has one year from the end of the waiting period to cross the threshold stated in its HSR filing
  • HSR Filing Thresholds Explained: Size-of-Transaction and Size-of-Person . . .
    A detailed legal analysis of HSR filing thresholds: size-of-transaction test mechanics, size-of-person exceptions, 2026 threshold updates and annual indexing, UPE identification, asset valuation, voting securities and LLC interest treatment, contingent consideration, aggregation rules, the 5-year look-back, and common exemptions for M A practitioners
  • HSR Filing Requirements and Thresholds: Size of Transaction and Size of . . .
    A comprehensive guide to Hart-Scott-Rodino filing requirements, the size-of-transaction test (approximately $119 5M in 2024), the size-of-person test, ultimate parent entity rules, voting securities and asset definitions, HSR exemptions including investment-only and institutional investor thresholds, foreign commerce, 2024 form revisions, and calculating transaction value for HSR purposes





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