June 18, 2019

June 18, 2019

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June 17, 2019

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2019 HSR Notification Thresholds Announced

Increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended, have been announced by the Federal Trade Commission (“FTC”). The announcement was delayed this year due to the partial federal government shutdown. The FTC revises the thresholds annually based on changes in the gross national product. The new thresholds will be effective 30 days after their publication in the Federal Register and will apply to all transactions closing on or after that date.

Revised HSR Thresholds

A transaction is reportable if:

Size of Transaction Threshold The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities and assets of the acquired person valued in excess of $359.9 million
  or
The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities and assets of the acquired person valued in excess of $90 million, AND the Size of Person thresholds below are met.
Size of Person Threshold Either the acquiring or the acquired person has at least $18 million in total assets or annual net sales and the other person has at least $180 million in total assets or annual net sales.

The HSR Act requires parties engaged in certain transactions (including mergers, joint ventures, exclusive licensing deals, and acquisition of voting securities, assets, or noncorporate interests) to file a notification and report form with the FTC and the Antitrust Division of the Department of Justice, and to observe the statutorily prescribed waiting period (usually 30 days, or 15 days in the case of cash tender offers and bankruptcy) prior to closing, if the parties meet the “Size of Transaction” and “Size of Person” thresholds (absent any applicable exemptions).

Filing Fees

Filing fees for the premerger notification remain unchanged, but the FTC has revised the thresholds used to determine applicable fees. Under the revised thresholds, the filing fees are as follows:

Filing Fee New Filing Fee Thresholds
$45,000 For acquisitions valued at $90 million or more up to $180 million.    
$125,000 For acquisitions valued at $180 million or more up to $899.8 million.
$280,000 For acquisitions valued at $899.8 million or more.

Revised Fines for HSR Act Violations

The HSR Act provides that any person who fails to comply with any provision of the HSR Act may be subject to a civil penalty for each day during which such person is in violation. The FTC separately announced the revised maximum civil penalty for violations of the HSR Act would be $42,530 per day. This became effective on February 14, 2019.

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About this Author

Bruce Sokler, Mintz Levin Law Firm, Washington DC, Health Care, Antitrust and Litigation Attorney
Member

Bruce is Chair of the Antitrust Section and in his over 30 years in private practice, he has developed extensive experience in both antitrust and communications regulation, including associated First Amendment and copyright law matters

In the antitrust area, Bruce’s practice includes antitrust counseling and representation in connection with federal and state governmental matters, as well as private antitrust litigation. He counsels and has represented Fortune 100 companies, not-for-profits, start-up entities, and domestic and international joint ventures. Bruce has been involved in...

202-434-7303
Robert Kidwell, Regulatory, Attorney, Mintz Levin, Law Firm
Member

Rob provides counseling on a range of regulatory issues at the federal and state level, including antitrust and unfair/deceptive trade practice issues, as well as representing clients in litigation.

Rob represents clients in complex litigation, class action and otherwise, under both state and federal competition laws, the Communications Act, and the Administrative Procedure Act. He also assists clients in avoiding litigation by guiding them through the transaction review process before the Department of Justice and the Federal Trade Commission and through various proceedings before the Federal Communications Commission.

202-661-8752
Farrah Short, Mintz Levin Law Firm, Washington DC, Health Care, Corporate Law Attorney
Special Counsel

Farrah advises on all aspects of antitrust and competition law, including merger review, competitor collaborations, government investigations, private class action litigation, and general antitrust compliance.

Farrah specializes in counseling clients through the Hart-Scott-Rodino (HSR) merger review process at the U.S. Federal Trade Commission and the U.S. Department of Justice, including responding to Second Requests and providing substantive antitrust risk analysis for strategic acquisitions. She has obtained antitrust clearance for major,...

202-585-3518