Federal laws

Sherman and Clayton Act Rules and Key Numbers

Sherman Act and Clayton Act rules in a table, plus the 2026 HSR thresholds, filing fees, criminal fines and recent changes small businesses should know.

Last reviewed October 29, 2026 · General information, not legal advice

General information only, not legal advice. CPA Tax Payroll and Accounting Corp is a CPA firm, not a law firm. Laws change: confirm with the official source or a licensed attorney before you act. Read the full notice.

This page lists what the Sherman Act and Clayton Act require, the dollar lines in force for 2026 and how cases start. The overview explains who is covered.

What the law requires

RequirementIn plain wordsSection
Set terms on your ownNo agreement with a competitor on prices, discounts, credit terms, shipping or warrantiesSherman 1
Do not divide markets or bidsNo deals with rivals to split customers, territories or markets, or to rotate or fake bidsSherman 1
Hire and pay independentlyNo deals with other employers on pay, benefits or not hiring each other's workersSherman 1; January 2025 worker guidelines
No monopolizingMonopolizing, attempting or conspiring to monopolize is barredSherman 2
File before closingReportable deals need an HSR filing, the fee and a 30-day wait (15 for a cash tender offer)Clayton 7A
One seat per rivalNo serving as director or officer of two competing corporations above the size lines; one year of grace after growthClayton 8

Key numbers and dates

ItemAmount or dateYear in forceSource label
Criminal time limit5 yearsCurrentDOJ primer
Private suit deadline4 years after the claim accruesStatutory15 U.S.C. 15b
HSR size-of-transaction line$133.9 million; above $535.5 million, party size does not matter2026, from Feb 1791 FR 2133
HSR size-of-person amounts$26.8 million and $267.8 million2026FTC thresholds page
HSR filing fee$35,000 (under $189.6 million) to $2,460,000 ($5.869 billion or more)2026FTC fee page
HSR failure-to-file penalty$53,088 a day2025 amount, still applied in 202616 CFR 1.98
Section 8 line and sales floor$54,402,000 per corporation; $5,440,2002026, from Jan 1691 FR 2134
HSR size-of-transaction line by year million dollars, set each year by the FTC
2023$111.4 million
2024$119.5 million
2025$126.4 million
2026$133.9 million

Source: Federal Register notices, 2023 to 2026

Recent and pending changes

  • Feb 17, 2026 (final): the 2026 HSR thresholds and fees took effect; the base fee rose from $30,000 to $35,000.
  • Feb 12, 2026 (vacated): a Texas federal court vacated the expanded 2025 HSR form in Chamber of Commerce v. FTC. The Fifth Circuit denied a stay on Mar 19, 2026, and the agencies accept the earlier form.
  • Mar 25, 2026 (comments closed May 26, 2026): the FTC and DOJ asked for comment on how well the HSR form works.
  • Dec 2024 (withdrawn): the 2000 competitor collaboration guidelines. A replacement inquiry opened Feb 23, 2026, with comments due May 21, 2026; we found no replacement by October 2026.
  • Jan 1, 2027 (Illinois, takes effect): Public Act 104-782 ends the planned repeal of the Illinois 30-day health-care deal notice and widens which deals count.

Penalties and enforcement

The DOJ brings criminal and civil cases, the FTC civil cases only, and Illinois cases go through the attorney general. A case can reach a business as a subpoena, a civil investigative demand or an agency call. A DOJ-Postal Service whistleblower program presumptively rewards 15% to 30% of a criminal fine or recovery of at least $1 million, at the government's discretion.

TierWho actsWhat can happen
CriminalDOJFine up to $100 million (company); up to $1 million, 10 years in prison, or both (person); or a fine up to twice the gain or loss if higher
Private lawsuitCustomers harmedThree times actual damages plus costs and attorney's fees
HSR violationFTC and DOJUp to $53,088 a day (2025 amount)
IllinoisAttorney general; private plaintiffsTreble damages for violations of section 3(1) or 3(4); 4-year limit

Next: the checklist and FAQs. See also the FTC Act guide and choosing a business entity.

Official sources

This page is a plain-language summary. The official source controls if there is any difference.