2025 Updates to Merger Notification Thresholds

Major Changes: In 2025, merger notification thresholds have been updated globally, impacting M&A processes in the U.S., EU, and UK, particularly in sectors like technology and healthcare.
U.S. HSR Updates: The FTC increased the minimum transaction size for Hart-Scott-Rodino (HSR) filings, adjusted size-of-person requirements, and maintained strict rules for large transactions.
Global Focus on Security: Foreign investment rules now target critical technologies and national security concerns, with stricter scrutiny in the U.S. (CFIUS), EU, and UK.
Business Impacts: Longer timelines, higher costs, and more complex compliance requirements for cross-border deals.

Quick Overview of Key Changes

Region	Key Updates
U.S.	Higher HSR thresholds, stricter documentation, focus on tech and healthcare.
EU	Expanded screening for critical infrastructure and strategic tech industries.
UK	New thresholds for sensitive sectors like synthetic biology and advanced tech.

These updates mean businesses must adapt their M&A strategies to meet stricter regulatory requirements and navigate more complex cross-border deals.

U.S. HSR Threshold Updates for 2025

New Minimum Transaction Size

The Federal Trade Commission has updated the Hart-Scott-Rodino (HSR) filing thresholds for 2025, including an increase in the minimum transaction size. Deals below this new threshold no longer require an HSR filing, reducing the regulatory load for smaller and mid-sized transactions. This change also sets the groundwork for updated size-of-person criteria.

Size-of-Person Requirements

The size-of-person requirements have been adjusted for 2025. These revised thresholds help determine when an HSR notification is necessary by assessing the financial details of the involved parties. The updates aim to reflect current economic realities, ensuring the filing process stays relevant. Specific rules also apply to larger transactions, further shaping the filing requirements.

Large Transaction Rules

For high-value transactions exceeding a certain valuation, HSR filing is still mandatory, regardless of the size-of-person criteria. The updated rules for these deals include changes to the fee structure and required documentation. The 30-day waiting period remains in place, and early termination requests continue to be suspended. Additionally, parties must now submit more detailed analyses of the competitive impact, especially for deals in industries like technology and healthcare.

Foreign Investment Threshold Changes

Recent adjustments to foreign investment screening processes in major jurisdictions reflect national security concerns and the growing importance of strategic industries. These regulatory updates, combined with changes to domestic thresholds, add new layers of complexity to international transactions.

CFIUS Updates

The Committee on Foreign Investment in the United States (CFIUS) has introduced a revised mandatory filing threshold for deals in critical technology sectors like semiconductors, artificial intelligence, and quantum computing. A tiered review system is now in place, subjecting investments from foreign entities in countries considered strategic competitors to stricter scrutiny, regardless of the deal's size. Other regions have also adjusted their thresholds to align with these changes.

EU Investment Rules

The European Union has widened the scope of its investment screening and updated the monetary thresholds that require mandatory notification. The revised framework focuses on transactions involving critical infrastructure, strategic technology firms, and key service providers in sectors such as healthcare and data infrastructure. This expanded oversight significantly increases the number of transactions subject to review compared to prior rules.

UK Security Act Changes

In early 2025, the United Kingdom updated its National Security and Investment Act, introducing new filing requirements for foreign investments. Key changes include adjustments to monetary thresholds for mandatory notifications in sectors like advanced technology, critical infrastructure, and defense. The list of sensitive sectors now includes emerging areas such as synthetic biology and advanced materials. While the process for standard cases has been simplified, more complex deals will continue to undergo extended scrutiny.

These updates make cross-border transactions more challenging and are likely to extend the time required to close deals.

Business Effects in 2025

The recent changes to merger notification thresholds are set to impact how companies approach M&A strategies and execution in 2025. These adjustments bring operational and financial challenges that businesses must address.

New Reporting Obligations

Mid-sized companies now face more extensive filing requirements. Transactions will need to be evaluated based on factors like asset values, revenue levels, industry categories, and foreign investment considerations.

Impact on Deal Timelines and Costs

The updated filing rules mean longer preparation and review periods. This leads to higher legal and compliance expenses, requiring businesses to rethink their timelines and budgets for deals.

Challenges in Cross-Border Deals

Cross-border transactions now demand coordination across multiple jurisdictions. This adds complexity, extends timelines, and requires meticulous planning to ensure filings are synchronized and delays are avoided. These hurdles highlight the shifting landscape of merger control and the need for evolving approaches to M&A strategies.

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Merger Control Trends

In 2025, merger controls focus on managing market concentration and competitive dynamics across rapidly changing industries. These updates build on prior developments and set the groundwork for the advisory insights covered later.

Tech Merger Reviews

Regulators are taking a closer look at technology deals, refining their processes to address the unique challenges of digital markets. These reviews now carefully examine aspects like digital assets, data privacy, and how transactions affect competition in the tech space.

Competitor Acquisition Reviews

Horizontal mergers are under increased scrutiny, with regulators prioritizing the preservation of market competition and consumer options. The goal is to ensure that markets remain dynamic and continue to encourage innovation.

Employment Impact Analysis

Employment effects have become a key factor in merger evaluations. Regulators are now considering how deals impact workforce stability, leading to new measures aimed at supporting employees. This shift highlights the importance of strategic planning to navigate these evolving regulatory concerns.

Phoenix Strategy Group M&A Services

Phoenix Strategy Group provides specialized M&A services designed to help businesses navigate the 2025 regulatory updates. Their approach focuses on delivering precise insights and tailored advisory support to ensure compliance and improve deal outcomes.

M&A Advisory

Phoenix Strategy Group's M&A advisory services are built to align transactions with the latest regulatory requirements while enhancing deal structures. Their team offers expert guidance on how to handle transaction filings across multiple jurisdictions, ensuring businesses meet the 2025 thresholds.

Here’s what they offer:

Threshold Assessment: Review of transactions to determine if notification is required.
Cross-Jurisdictional Review: Ensuring filings comply with updated regulations across regions.
Deal Structure Optimization: Strategic planning to align with regulatory standards.
Timeline Management: Coordinating filings across various regulatory bodies.

To strengthen their advisory services, Phoenix Strategy Group integrates advanced data analysis into their planning process, helping clients make informed decisions.

Data Analysis for M&A

Using cutting-edge data tools, Phoenix Strategy Group supports M&A strategies with actionable insights. Their platform examines transaction details, market trends, and compliance factors to guide decision-making.

Their data-driven services include:

Threshold and Risk Monitoring: Tracking transaction values and assessing approval likelihoods.
Competitive Impact Assessment: Evaluating how deals affect market concentration.
Employment Impact Evaluation: Forecasting workforce implications based on transaction data.

This combination of advisory expertise and data insights ensures businesses are well-prepared to meet regulatory challenges and achieve their M&A goals.

Next Steps for 2025

Taking proactive measures is key to staying compliant and ensuring success in the shifting M&A landscape. With recent regulatory changes in mind, these steps will help keep your M&A strategy both effective and in line with the latest requirements:

Review Current Deal Pipeline
Examine all ongoing transactions to confirm they align with the updated 2025 thresholds. Adjust timelines as needed to avoid delays or compliance issues.

Update Internal Processes
Create standardized checklists and screening procedures to identify transactions that meet the new thresholds, ensuring no critical details are overlooked.

Strengthen Deal Support
Work with experienced M&A advisors who can help you manage the increasingly complex regulatory environment.

Improve Data Management
Set up robust systems for data collection and analysis to streamline filings. Key areas to focus on include:

Focus Area	Key Requirements
Financial Data	Transaction valuations, revenue figures, market share
Operational Metrics	Employee counts, facility locations, product overlaps
Compliance Records	Previous filings, regulatory correspondence, approval timelines

A well-organized data system not only simplifies compliance but also supports international deal strategies.

Build Cross-Border Expertise
Different jurisdictions have different thresholds, making coordinated expertise essential for global transactions. As David Darmstandler, Co-CEO of DataPath, highlights:

"As our fractional CFO, they accomplished more in six months than our last two full-time CFOs combined. If you're looking for unparalleled financial strategy and integration, hiring PSG is one of the best decisions you can make."

To manage these requirements effectively, consider working with specialized M&A advisors who blend regulatory knowledge with advanced data analytics. This combined approach ensures compliance while maximizing efficiency in deal execution within the evolving regulatory framework.