July 23, 2014

Higher HSR Threshold Requirements Effective February 11, 2013

The Federal Trade Commission’s annual changes to the dollar thresholds under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) become effective on February 11, 2013. The revisions, which are based on changes in US gross national product, increase the dollar thresholds necessary to trigger the HSR Act’s reporting requirements.


The HSR Act generally applies to mergers and acquisitions of voting securities, assets, and noncorporate interests that meet the “size-of-person” and/or “size-of-transaction” tests. Any transaction closing on or after February 11, 2013 may be reportable if it meets the following revised criteria:

  • Size of Transaction - The transaction is reportable if (1) the transaction is valued in excess of $283.6 million (up from $272.8 million), or (2) the transaction is valued in excess of $70.9 million (up from $68.2 million) but less than $283.6 million and the “size-of-person” test is also met.
  • Size of Person - For transactions in category (2) above, the transaction is only reportable if one party has total assets or annual net sales of at least $141.8 million (up from $136.4 million) and the other party has total assets or annual net sales of at least $14.2 million (up from $13.6 million).  

While the HSR reporting thresholds have increased, the filing fees remain unchanged and range from $45,000 to $280,000 depending on the size of the transaction.


The FTC also increased the thresholds under Section 8 of the Clayton Act, effective January 11, 2013. As revised, Section 8 prohibits a person from serving as a director or officer of two competing corporations if each corporation has capital, surplus, and undivided profits totaling more than $28,883,000 (up from $27,784,000), unless the competitive sales of either corporation are less than $2,888,300 (up from $2,778,400).

Click here to read the FTC’s alert.

© 2014 Andrews Kurth LLP

About the Author

Kay Lynn Brumbaugh, Andrews Kurth law Firm, Antitrust Litigation Attorney

Kay Lynn represents clients in the areas of antitrust litigation and counseling, class actions, and other complex commercial and business litigation matters. She also represents clients in connection with investigations by the Federal Trade Commission, the Department of Justice Antitrust Division and various states’ attorneys general. Her antitrust representation encompasses assisting clients in obtaining antitrust clearance from federal and state authorities in connection with merger and acquisition transactions. Kay Lynn has provided representation for clients in many industries...


Boost: AJAX core statistics

Legal Disclaimer

You are responsible for reading, understanding and agreeing to the National Law Review's (NLR’s) and the National Law Forum LLC's  Terms of Use and Privacy Policy before using the National Law Review website. The National Law Review is a free to use, no-log in database of legal and business articles. The content and links on are intended for general information purposes only. Any legal analysis, legislative updates or other content and links should not be construed as legal or professional advice or a substitute for such advice. No attorney-client or confidential relationship is formed by the transmission of information between you and the National Law Review website or any of the law firms, attorneys or other professionals or organizations who include content on the National Law Review website. If you require legal or professional advice, kindly contact an attorney or other suitable professional advisor.  

Some states have laws and ethical rules regarding solicitation and advertisement practices by attorneys and/or other professionals. The National Law Review is not a law firm nor is  intended to be  a referral service for attorneys and/or other professionals. The NLR does not wish, nor does it intend, to solicit the business of anyone or to refer anyone to an attorney or other professional.  NLR does not answer legal questions nor will we refer you to an attorney or other professional if you request such information from us. 

Under certain state laws the following statements may be required on this website and we have included them in order to be in full compliance with these rules. The choice of a lawyer or other professional is an important decision and should not be based solely upon advertisements. Attorney Advertising Notice: Prior results do not guarantee a similar outcome. Statement in compliance with Texas Rules of Professional Conduct. Unless otherwise noted, attorneys are not certified by the Texas Board of Legal Specialization, nor can NLR attest to the accuracy of any notation of Legal Specialization or other Professional Credentials.

The National Law Review - National Law Forum LLC 4700 Gilbert Ave. Suite 47 #230 Western Springs, IL 60558  Telephone  (708) 357-3317 If you would ike to contact us via email please click here.