1. What Is an Hsr Merger Filing and Why It Matters
The Hart-Scott-Rodino Antitrust Improvements Act of 1976, codified at 15 U.S.C. § 18a, establishes a mandatory federal premerger notification program. Under this statute, acquiring and acquired persons in qualifying acquisitions of voting securities, assets, or non-corporate interests must submit notification to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice before completing the transaction.
The HSR Act generally provides the federal antitrust agencies with a thirty-day waiting period to evaluate whether a proposed transaction may substantially lessen competition under Section 7 of the Clayton Act. Parties generally cannot close their transaction during this period unless the agencies grant early termination or the waiting period expires. Cash tender offers and certain bankruptcy acquisitions generally receive a fifteen-day initial waiting period.
If the agencies issue a Request for Additional Information and Documentary Material, commonly known as a Second Request, the parties must provide the required information and certify substantial compliance before the extended waiting period can begin to run. Parties must also avoid “gun jumping,” which may occur when an acquiring party assumes operational control or beneficial ownership before the transaction is legally permitted to close.
Failure to comply with HSR premerger obligations can result in substantial civil penalties under 15 U.S.C. § 18a(g)(1). The maximum civil penalty is adjusted periodically for inflation and was approximately $53,088 per day in early 2026
2. Hsr Thresholds and Filing Requirements for 2026
Federal HSR filing obligations depend on specific financial thresholds that the FTC adjusts annually. Deal teams must analyze the applicable statutory tests, exemptions, transaction structure, and valuation rules to determine whether an acquisition triggers mandatory premerger notification.
Current Size-of-Transaction Thresholds
For transactions subject to the 2026 thresholds, the basic HSR size-of-transaction threshold is $133.9 million. Transactions valued at or above $535.5 million are generally reportable regardless of the parties’ size, assuming no applicable exemption applies. Transactions valued between $133.9 million and $535.5 million generally require an additional size-of-person analysis. These adjusted thresholds were published by the FTC in January 2026 and apply during the applicable 2026 reporting period.
Calculating Reportable Size and Aggregation Rules
For transactions within the intermediate range, the size-of-person test generally requires that one party have total assets or annual net sales of at least $267.8 million and that the other party have total assets or annual net sales of at least $26.8 million. Calculating reportable transaction value requires reviewing acquisition agreements, voting securities, assets, non-corporate interests, prior acquisitions, and aggregation rules under 16 C.F.R. Part 801.
| Statutory Threshold Type | 2026 Adjusted Amount | Applicability & Legal Requirements |
|---|---|---|
| Size-of-Transaction Baseline | $133.9 Million | Basic transaction-value threshold for HSR analysis |
| Size-of-Person Test | $267.8M / $26.8M | Generally applies to transactions between $133.9 million and $535.5 million |
| Absolute Reportability Threshold | $535.5 Million | Transactions at or above this amount are generally reportable regardless of party size |
3. Transaction Types That Trigger Hsr Obligations
HSR premerger obligations may apply to various deal structures involving voting securities, assets, non-corporate interests, and certain joint ventures:
Direct asset purchases and certain exclusive intellectual-property licensing arrangements.
Voting-stock acquisitions, including public tender offers.
Acquisitions of interests in limited liability companies and partnerships that confer the required level of control.
Formation of certain corporate or non-corporate joint ventures meeting the applicable statutory criteria.
Proper evaluation requires reviewing existing holdings, control rights, and prior acquisitions under 16 C.F.R. Part 801 to determine whether previously acquired interests must be aggregated with the pending transaction.
4. The Hsr Filing Process: Step by Step
Completing HSR antitrust clearance requires strict adherence to administrative filing procedures and statutory timelines. Deal counsel coordinates document collection, valuation analysis, preparation of the HSR Notification and Report Form, electronic submission, and communications with the reviewing agencies.
Pre-Filing Strategy and Deal Structuring
During initial deal structuring, antitrust attorneys conduct competitive-overlap analyses across the merging parties’ product and geographic markets. Counsel reviews deal documents, including preliminary term sheets, purchase agreements, board materials, and management presentations, to identify competitively sensitive materials and documents responsive to applicable HSR form requirements, including Item 4(c) and Item 4(d) materials.
Counsel also evaluates whether the transaction qualifies for an exemption, whether the proposed structure affects reportability, and whether the deal may require parallel review under federal-sector regulations, state law, or foreign competition laws.
Preparing and Submitting the Hsr Notification and Report Form
Parties submit the HSR Notification and Report Form electronically through the FTC’s filing system for review by the FTC and the DOJ Antitrust Division. The filing generally includes corporate ownership information, transaction details, revenue information organized under applicable North American Industry Classification System codes, and required transaction-related documents.
Because the HSR form and filing requirements have been subject to significant regulatory changes and litigation, counsel should confirm the applicable form, instructions, and FTC and DOJ filing procedures in effect on the submission date. For 2026, the filing-fee schedule ranges from $35,000 to $2.46 million, depending on transaction value.
Managing the Ftc Review and Waiting Period
The initial waiting period generally begins after the agencies receive complete filings and the required filing fees. The standard waiting period is thirty calendar days, while qualifying cash tender offers and certain bankruptcy acquisitions generally receive a fifteen-day waiting period. If the agencies issue no Second Request and the waiting period expires, the parties may generally proceed with closing, subject to any other applicable regulatory requirements.
5. Common Hsr Issues and Second Requests
When the federal enforcement agencies determine that a proposed acquisition warrants deeper competitive review, they may issue a Request for Additional Information and Documentary Material, commonly known as a Second Request.
Responding to Ftc Second Requests Effectively
A Second Request requires the parties to produce extensive corporate records, market data, financial information, and internal communications. The parties generally must substantially comply with the request and submit the required certification before the additional statutory waiting period can begin to run. Drawing on our attorneys’ combined experience, SJKP negotiates with FTC and DOJ staff regarding document specifications, search terms, custodian pools, production formats, privilege protocols, and timing.
Remedying Deficient Filings and Timeline Extensions
An incomplete or deficient HSR notification may prevent the waiting period from beginning or may require the parties to submit corrected materials. The waiting period generally begins only after the agencies receive complete filings and the required fees. To provide the agencies with additional review time, parties may consider a voluntary pull-and-refile strategy under 16 C.F.R. § 803.12, although pull-and-refile does not guarantee clearance or prevent the agencies from issuing a Second Request.
6. How a New York Hsr Merger Filing Attorney Can Streamline Your Deal
Corporate acquisitions involving New York businesses may require coordination among federal antitrust law, the New York Donnelly Act, sector-specific regulations, and foreign competition laws. Because the HSR Act is federal law, a skilled New York Hart-Scott-Rodino Filing attorney should distinguish mandatory federal HSR requirements from any separate New York regulatory obligations or proposed legislation.assembly.state.ny+1
SJKP’s attorneys work alongside corporate M&A advisors, private equity deal teams, and in-house counsel to maintain transaction momentum. Through proactive management of Corporate Compliance & Risk Management, our firm assists clients in structuring transactions, allocating antitrust risk, and preparing for potential agency review.
Our firm provides legal oversight across regulatory arenas:
Coordinating HSR filings with reviews by the FTC, DOJ, state attorneys general, and international competition authorities when applicable.
Structuring transaction agreements with antitrust risk-allocation provisions, termination rights, reverse break-up fees, and outside dates.
Guiding clients through Antitrust and Competition Law inquiries and investigations to support lawful transaction execution.
7. Hsr Compliance for Different Deal Structures
Antitrust reportability rules vary depending on the underlying corporate structure, the interests being acquired, the buyer’s level of control, and applicable exemptions.
All-Cash Acquisitions and Stock Transactions
All-cash stock purchases follow standard HSR notification rules, with the transaction value determined under the applicable valuation provisions, including 16 C.F.R. § 801.10. Open-market stock acquisitions may require advance written notice to the target corporation under 16 C.F.R. § 803.5 before the acquiring person files its notification.
Counsel should also assess whether the buyer will acquire control, whether the acquisition is solely for investment purposes, and whether prior holdings must be aggregated with the current acquisition.
Joint Ventures and Minority Investments
The formation of a joint venture may create distinct HSR obligations under 16 C.F.R. § 801.40. The parties must evaluate the value of contributed assets, voting rights, governance arrangements, ownership percentages, and the entity’s organizational structure. Minority equity investments may qualify for the “solely for the purpose of investment” exemption under 16 C.F.R. § 802.9 only when the statutory conditions are satisfied. The exemption may not apply if the investor intends to participate in management or influence material business decisions.
Cross-Border M&A Considerations
Foreign acquisitions involving U.S. .ssets, voting securities, non-corporate interests, or U.S. .ommercial activity require a transaction-specific HSR analysis. The foreign commerce exemptions under 16 C.F.R. §§ 802.50 and 802.51 are subject to detailed statutory and regulatory conditions and should not be applied solely because both parties are incorporated outside the United States.
Counsel should evaluate the location and value of the assets being acquired, U.S. .ales and revenues, the identity of the ultimate parent entities, the size-of-person test, and any applicable exemption. Cross-border transactions may also require review under national-security, foreign-investment, sector-specific, state, and international competition laws.
06 Aug, 2026
