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The "size of parties" test generally requires that one party to the transaction have annual net sales or total assets of $184 million or more (down from $188 million in 2020), and that the other party have annual net sales or total assets of $18.4 million or more (down from $18.8 million).

The filing requirement is triggered only if the value of the transaction and, in some cases, the size of the parties, exceeds certain dollar thresholds, which are adjusted periodically under the Act.

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires that parties to certain transactions submit premerger notification filings, known as HSR forms, to the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) before the transaction can close.

Under the HSR Act, companies of a certain size involved in a transaction exceeding reportability thresholds are required to file a pre-merger notification with the FTC and Department of Justice, and observe a waiting period unless an exemption applies.

Typically, both the buyer and the seller must submit their own HSR forms, at which point a mandatory waiting period begins. Parties generally coordinate filing submissions to avoid delays, but if either entity submits a deficient or inaccurate HSR form, the transaction may be delayed.

The HSR Act contains exemptions from reporting, including one for purchases of no more than 10% of the voting securities of a company, provided the purchase is "solely for the purpose of investment." Deciding investment intent is fact-specific.

If the transaction is valued at $50 million (as adjusted) or less, no filing is required. If the transaction is valued at more than $200 million (as adjusted), and no exemption applies, an HSR filing must be made and parties must wait until the statutory waiting period has expired before closing the deal.

Under the HSR Act's Premerger Notification Program, the parties to a transaction must wait for expiration of the 30-day statutory waiting period (15 days for cash tender offers and certain bankruptcy transactions) to close their deal.

Typically, both the buyer and the seller must submit their own HSR forms, at which point a mandatory waiting period begins. Parties generally coordinate filing submissions to avoid delays, but if either entity submits a deficient or inaccurate HSR form, the transaction may be delayed.