October 23, 2014

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FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications

The Federal Trade Commission has announced the new notification thresholds for pre-merger notification reports that must be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The notification thresholds are adjusted every year for inflation. The new thresholds go into effect on February 11, 2013.

Under the HSR Act, mergers or acquisitions of voting securities, interests in unincorporated entities such as LLCs, and assets are subject to pre-merger notification filing with the FTC and the Department of Justice if the transaction and the parties to the transaction exceed a certain size.

Under the new notification thresholds, the “Size of Transaction” test will increase from $68.2 million to $70.9 million. Therefore, no HSR filing will be required if, as a result of the acquisition, the acquiring person will hold less than $70.9 million of voting stock, unincorporated entity interests and assets of the acquired person.

The thresholds used for the “Size of Person” test have increased as well. Under the revised thresholds, one of the “Persons” involved in the transaction, as defined in the HSR Rules, must have net sales or total assets of at least $14.2 million and the other “Person” must have net sales or total assets of at least $141.8 million. It should be noted that the “Size of Person” test does not apply for transactions valued above $283.6 million.

Under the new thresholds, the HSR filing fees apply as follows:

Fee Transaction Size
$45,000 $70.9 million - $141.8 million
$125,000 $141.8 million - $709.1 million
$280,000 $709.1 million and above

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About this Author

James J. Calder, Antitrust Attorney, Katten Muchin law firm
Partner

James J. Calder devotes his practice to antitrust and competition law. He is co-head of the firm’s Antitrust and Competition practice.

James’ antitrust practice includes litigation, counseling and responding to government antitrust investigations. He handles matters involving price fixing, market allocation, group boycotts and other horizontal restraints; monopolization, intellectual property licensing and other intellectual property issues; industry-wide standard setting efforts; vertical restraints; distribution issues; and Robinson-Patman Act problems.

212-940-6460
Bonnie Lynn Chmil, Litigation Attorney, Katten Muchin Law firm
Associate

Bonnie Lynn Chmil concentrates her practice in litigation. She has represented clients in a wide range of matters involving commercial contracts, lender liability, trusts and estates, securities, antitrust, regulatory inquiries, intellectual property, financial services, employment, bankruptcy adversary claims and statutory and common law claims.

212-940-6415