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Thompson Hine LLP, a full-service business law firm with approximately 400 lawyers in 8 offices, was ranked number 1 in the category “Most innovative North American law firms: New working models” by The Financial Times and was 1 of 7 firms shortlisted for The American Lawyer’s inaugural Legal Services Innovation Award. The firm has been recognized by the National Law Journal as a Legal Technology Trailblazer and featured by Bloomberg for its innovative service delivery models, which drive accuracy and predictability. The firm’s commitment to innovation is embodied in Thompson Hine SmartPaTHTM – a smarter way to work – predictable, efficient and aligned with client goals. For more information, please visit ThompsonHine.com and ThompsonHine.com/SmartPaTH.

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On September 29 the U.S. House of Representatives passed the Merger Filing Fee Modernization Act (“Act”), which would result in higher filing fees under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) for transactions valued at greater than $1 billion but reduce fees for mergers valued at less than $1 billion. Filing fees for transactions valued at more than $1 billion, which, according to the <a href="https://www.ftc.gov/system/files/documents/reports/hart-scott-rodino-annual-report-fiscal-year-2020/fy2020_-_hsr_annual_report_-_final.pdf" target="_blank" rel="noreferrer noopener">HSR Annual Report FY2020</a> prepared by the FTC and DOJ, comprise about 15% of reportable transactions, will increase by $120,000 to nearly $2 million, depending on the size of the transaction.

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Under the HSR Act, parties to a transaction must make required filings with the Federal Trade Commission (FTC) and Department of Justice, Antitrust Division (DOJ) and await expiration of the 30-day statutory waiting period before closing if the transaction meets certain thresholds and does not fall within statutory exemptions. Generally, this means that transactions valued at more than $101 million (adjusted annually) are subject to the HSR Act and must be reported to FTC and DOJ.

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The filing fees for reportable transactions currently fall into three tiers (with the size-of-transaction amounts changing annually):

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Under the Act, the fee structure would change (again with the size-of-transaction amounts changing annually):

The Act, which passed the House 242-184, faces an uncertain future in the U.S. Senate.

<em>This advisory bulletin may be reproduced, in whole or in part, with the prior permission of Thompson Hine LLP and acknowledgment of its source and copyright. This publication is intended to inform clients about legal matters of current interest. It is not intended as legal advice. Readers should not act upon the information contained in it without professional counsel.</em>

<em>This document may be considered attorney advertising in some jurisdictions.</em>

https://admin.thompsonhine.com/wp-content/uploads/2022/10/Antitrust-Law-Update-House-Passes-Merger-Filing-Fee-Modernization-Act.pdf

House Passes Merger Filing Fee Modernization Act

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