This antitrust compliance checklist turns the Sherman Act and Clayton Act into steps for U.S. businesses with owners in Canada or India. Coverage is in the overview.
What the law requires
| Area | What the law asks |
|---|---|
| Prices and terms | Set prices, discounts and credit terms alone |
| Territories and customers | No agreement with rivals to divide them |
| Bids | No rotation, cover bids or sitting out |
| Hiring and pay | Agreements with other employers on wages or on not hiring each other's workers can violate the law |
| Mergers | File HSR before closing a reportable deal; wait 30 days (15 for cash tender offers) |
| Board seats | One person may not be an officer or director of two competing corporations over the Section 8 limits |
Figures and dates to know
| Item | Amount or date | Year |
|---|---|---|
| HSR size-of-transaction test | $133.9 million | In force from Feb 17, 2026 |
| Party-size band | $133.9 million to $535.5 million | 2026 |
| Filing fee for HSR | From $35,000 for deals under $189.6 million, up to $2,460,000 for deals of $5.869 billion or more | 2026 |
| HSR late-filing penalty | $53,088 a day | 2025 amount, applied in 2026 |
| Section 8 limit | $54,402,000 per corporation; sales floor $5,440,200 | 2026 |
| Sherman fines | $100 million company; $1 million, 10 years, or both for a person | Statutory |
| Customer suits | Triple damages; 4-year limit | Statutory |
Source: FTC and Federal Register notices
Recent and pending changes
- Feb 17, 2026: the new thresholds and fees took effect, and the base fee went from $30,000 up to $35,000.
- Feb 12, 2026: a federal district court vacated the expanded 2025 HSR form; on Mar 19 the appeals court denied a stay, and the agencies accept the earlier form.
- Feb 23, 2026: an inquiry opened on business-collaboration guidance, after the 2000 guidelines were withdrawn in December 2024. Comments closed May 21, 2026. As of October 2026, we found no replacement.
- No 2026 civil-penalty inflation adjustment (OMB M-26-11).
The antitrust compliance checklist: the Aurora Handshake Ledger Check
The Aurora Handshake Ledger Check has six steps.
- Open the ledger. Record every rival contact: date, people, topic, outcome.
- Mark prices. Decide prices and credit terms alone; end any talk of them with rivals.
- Mark bids. Prepare each bid independently.
- Mark people. Reach no pay or no-hire understandings with other employers. See the hiring guide and employer checklist.
- List seats. Write down every board and officer seat the owners hold, anywhere.
- Test deals. Before signing a sale or purchase, ask counsel to test the HSR line and section 7. Tax steps: closing guide.
Common mistakes
- Comparing current prices or bids with rivals at association meetings.
- Matching a rival after a phone call.
- Friendly promises not to hire each other's staff.
- Assuming a deal below the HSR line needs no review.
When to bring in an attorney
- A competitor raises prices, bids, territories, customers or wages.
- A DOJ, FTC or state attorney general subpoena arrives.
- You buy, sell or merge with a rival.
How we can help
We handle the U.S. tax, payroll and accounting side, working with your attorney, Canadian CPA or Indian CA. See business tax returns and planning and payroll and employer compliance.
Frequently asked questions
Does every merger need an HSR filing?
No. Only deals above the size tests do, but section 7 applies at any size.
Does Illinois have its own antitrust law?
Yes. The Illinois Antitrust Act (740 ILCS 10) bans similar conduct; courts use federal rulings as a guide.
Is an antitrust fine tax deductible?
Generally not. Section 162(f) bars amounts paid to a government for a violation; after a conviction or plea, section 162(g) bars two-thirds of treble damages.
Does the Sherman Act apply to a foreign-owned business?
Sections 1 and 2 cover trade among the states and with foreign nations, with no size floor.
Official sources
- Federal Trade Commission: Current HSR thresholds
- Federal Trade Commission: HSR filing fee information
- Federal Trade Commission: Premerger Notification Program
- FTC and DOJ: Antitrust Guidelines for Business Activities Affecting Workers (January 2025)
- Cornell Legal Information Institute: 26 U.S.C. 162
This page summarizes public guidance in plain language. If anything here differs from the official source, the official source controls.