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On Dec. 29, 2022, President Biden signed into law H.R. 2617, the
“Consolidated Appropriations Act, 2023.” Included within
H.R. 2617 is The Merger Filing Fee Modernization Act of 2022, which
impacts HSR filings as set forth below:
- HSR filing fees. In general, filing fees for
transactions valued at less than $500 million will go down, while
filing fees for transactions valued at over $500 million will go
up. The new filing fee thresholds below will take effect once
published by the FTC, which shall occur no later than January 31,
2023.
| Current filing fee | New filing fee |
| $45,000 (deals valued from $101M up to but not including
$202M) |
$30,000 (deals valued from $101M up to but not including
$161.5M) |
| $125,000 (deals valued from $202M up to but not including
$1.0098B) |
$100,000 (deals valued from $161.5M up to but not including
$500M) |
| $280,000 (deals valued from $1.0098B and above) | $250,000 (deals valued from $500M up to but not including
$1B) |
| $400,000 (deals valued from $1B up to but not including
$2B) |
|
| $800,000 (deals valued from $2B up to but not including
$5B) |
|
| $2,250,000 (deals valued at $5B or more) |
- New Rules Regarding Foreign subsidies.
Whenever an HSR filing is required, the filing parties will need to
include “information concerning subsidies they receive from
countries or entities that are strategic or economic threats to the
United States.” The concern is that a foreign power could be
seeking to undermine U.S. competition through a transaction. FTC
will establish rules for the required notification, so this
requirement will not take effect until the rules are
promulgated.
The full text of H.R. 2617 is available here (The Merger Filing
Fee Modernization Act of 2022 is at Section GG): Text – H.R.2617 – 117th Congress
(2021-2022): Consolidated Appropriations Act, 2023 | Congress.gov |
Library of Congress.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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