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Clifford Chance

Clifford Chance

Briefings

U.S. Federal Trade Commission Implements New Filing Fee Amounts and Increases HSR and Interlocking-Directorate Thresholds

January 25, 2023

On January 23, 2023, the U.S. Federal Trade Commission (the "FTC") announced its annual revisions to the jurisdictional thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Barring an exemption, parties to a transaction meeting these thresholds must make pre-closing notifications ("HSR filings") to the U.S. antitrust authorities and abide by a mandatory waiting period. The FTC also announced that it is implementing the new HSR filing fees established by the Consolidated Appropriations Act of 2023. The new jurisdictional thresholds will apply to any transaction that closes 30 days after the new thresholds are published in the Federal Register, while the new filing fees will take effect 30 days after they are published in the Federal Register. Publication is expected to occur any day now; therefore, the new filing fees will apply February 23, 2023, or shortly thereafter. The FTC's announcement also increased the jurisdictional thresholds for Section 8 of the Clayton Antitrust Act of 1914 ("Section 8"), which restricts interlocking directorates.

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