A key consideration in any merger, acquisition or joint venture is almost inevitably antitrust laws. Indeed, parties in most transactions consider, even from the planning stages, whether the contemplated transaction raises substantive antitrust issues. One of the reasons is that a violation of antitrust laws can unravel even an otherwise flawlessly executed transaction. Even if the deal is allowed to proceed, there may be, inter alia, expensive and time-consuming investigations and even requirements—as a precondition to antitrust clearance—that an entity divest from certain assets. Moreover, there could be penalties and delays resulting from improper filings. It is in this context that this Article discusses the 2026-revised filing thresholds1 required under the Hart-Scott-Rodino Antitrust Improvements Act of 19762 (hereinafter, the ‘HSR Act’).
However, before discussing the revised filings thresholds, it is necessary to have at least a broad understanding of American antitrust laws. As such, Part 1 of this Article begins by providing a broad overview of the main statutes underpinning federal3 antitrust law. The Article, then, proceeds to discuss background information about the HSR Act, its requirements and the antitrust-clearance proceedings taken pursuant to it. Subsequently, Part 2 describes the reporting thresholds under the HSR Act and the revisions to the same by the Federal Trade Commission (hereinafter, the ‘FTC’). Finally, the Takeaway discusses the importance of having accurate information regarding the filing fees.
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1 Revised Jurisdictional Thresholds for Section 7A of the Clayton Act, 91 Fed. Reg. 2133 (16 January 2026) [hereinafter, Revised Thresholds 2026].
2 Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. No. 94-435, 90 Stat. 1383 (1976) (codified in scattered sections of 15 & 28 U.S.C.).
3 ‘Federal’, as used in this Article, refers to the Federal Government of the United States of America.
