How Does an Hsr Merger Filing Attorney Guide Your M&A Transaction?

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.