The Federal Trade Commission (FTC) has announced (13 January) updates to key jurisdictional thresholds under the Clayton Act for 2025, impacting both merger reporting requirements and rules governing interlocking directorates. These revisions, adjusted annually to reflect changes in the gross national product (GNP) and inflation, are designed to maintain fair competition and protect consumers.
Revised Merger Notification Thresholds
Under Section 7A of the Clayton Act, which governs premerger notification filings required by the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, the size-of-transaction threshold has been increased from $119.5 million to $126.4 million. Companies engaging in mergers or acquisitions at or above this value must report their transactions to the FTC and the Department of Justice for antitrust review.
Additionally, the filing fee schedule for HSR submissions has been adjusted based on GNP and the Consumer Price Index under the 2023 Consolidated Appropriations Act. These updated thresholds and fees will apply to transactions closing 30 days after the revisions are published in the Federal Register.
Updates to Interlocking Directorate Thresholds
The FTC has also updated the thresholds for Section 8 of the Clayton Act, which prohibits interlocking directorates—situations where an individual simultaneously serves as an officer or director for competing firms.
For 2025, the thresholds triggering these prohibitions are:
- $51,380,000 for Section 8(a)(1), applying to the total capital, surplus, and undivided profits of competing firms.
- $5,138,000 for Section 8(a)(2)(A), related to the annual sales or assets of competing firms.
These updates take effect immediately upon their publication in the Federal Register.
Unanimous Approval
Both updates were approved by unanimous 5-0 votes by the Commission, reflecting the FTC’s commitment to enforcing antitrust laws and adapting regulatory thresholds to current economic conditions.
The FTC encourages businesses to review these updates and consult the agency’s website for the full list of applicable thresholds.
About the FTC
The Federal Trade Commission works to promote competition, protect consumers, and educate the public about antitrust practices. To learn more about the FTC’s work, file a complaint, or access resources, follow the FTC on social media or visit its website.
For detailed information on these updates, visit the FTC’s pages on the HSR Act and interlocking directorates.
