Antitrust for small businesses: the Sherman and Clayton Acts in brief
The two main federal antitrust laws reach businesses of every size. Here is what they ban, the 2026 numbers, and a short checklist for staying on the right side.
Prepared by Prem Tax and Accounting Corp. Last checked against official sources on October 29, 2026.
The Sherman Act and the Clayton Act are the main federal antitrust laws, enforced by the Department of Justice and the Federal Trade Commission. They matter if you compete, hire or may sell your business. Our Lone-Pen Rival Review is below. The statutes sit in Title 15 of the U.S. Code.
- Sherman section 1 bans agreements that unreasonably restrain trade, at any business size.
- Price fixing, bid rigging and splitting customers or territories are treated as automatically illegal.
- Wage-fixing and no-poach pacts may lead to criminal charges.
- Matching a rival's price is lawful when you decide alone.
- Merger filings start above $133.9 million in 2026; smaller deals can still be challenged.
Who it covers
| Group | Covered? | Note |
|---|---|---|
| Any business trading across state lines or abroad | Yes, Sherman 1 and 2 | No size floor |
| Parties to a business sale or merger | Yes, Clayton 7 | Any deal size |
| Directors or officers of two rival corporations | Yes, Clayton 8 | Above size lines; LLCs unsettled |
The numbers
| Item | Amount | Year |
|---|---|---|
| Sherman fines | Company up to $100,000,000; person up to $1,000,000, 10 years in prison, or both; twice the gain or loss if higher | Statute |
| HSR filing floor (deal size) | $133.9 million | 2026 |
| HSR filing fees | $35,000 to $2,460,000 | 2026 |
| Penalty for filing an HSR notice late | $53,088 a day | Set for 2025, still used in 2026 |
| Section 8 line for each corporation's capital | $54,402,000 | 2026 |
Source: FTC notices
Our checklist
Run the Lone-Pen Rival Review before pricing, hiring or deal decisions.
- Lone pen: record who set each price, discount and bid, and why.
- Rival talk: if a competitor raises prices, bids or pay, step away and call counsel.
- Hiring: skip promises to other employers about wages or not hiring each other's staff.
- Trade groups: ask what a benchmarking program shares; current prices and named pay data draw agency concern.
- Deals and boards: have counsel check the size lines before a sale, merger or second board seat.
Mistakes people make
- Matching a rival's price after a phone call instead of deciding alone.
- Cover bids and bid rotation on public work.
- Assuming a small deal needs no antitrust look.
Call an attorney if a rival raises prices, bids or pay, if an agency or attorney general contacts you, or before a sale or merger.
Common questions
Does antitrust law apply to a small business?
Yes. Sherman has no size floor, and Clayton reaches deals of any size. Illinois has its own act (740 ILCS 10); see [Illinois laws](/small-business-laws/illinois/).
Do I file with the government when I sell my business?
Only for deals above $133.9 million in 2026. Up to $535.5 million, the parties need to pass a size test too. Smaller sales are not reportable, but Clayton section 7 still applies.
Are antitrust fines tax deductible?
Fines paid to a government generally are not (IRC 162(f)). After an antitrust conviction or a guilty or no-contest plea, two thirds of a treble-damages payment is not deductible (IRC 162(g)). Ask your tax adviser; see [small business compliance](/small-business-compliance/).
Official sources
- Federal Trade Commission: current HSR thresholds
- Federal Trade Commission: HSR filing fee information
- U.S. Department of Justice Antitrust Division: price fixing, bid rigging and market allocation
- Federal Trade Commission: price fixing
- Federal Register: Section 8 thresholds for 2026 (91 FR 2134)
Keep reading
Let's talk about your taxes, your business, your plans.
Tell us what you need and we will get back to you quickly. There is no pressure: just a friendly conversation and a clear next step.
4260 Westbrook Dr, Suite 107
Aurora, IL 60504
Monday to Friday, 9:00 am to 5:00 pm, by appointment. Saturday and Sunday by appointment when needed.