October 19, 2021

Volume XI, Number 292

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October 18, 2021

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2020 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, were announced by the Federal Trade Commission (“FTC”) today. The FTC revises the thresholds annually based on changes in the gross national product. The new thresholds will be effective on February 27, 2020, 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 $376 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 $94 millionAND the Size of Person thresholds below are met.

Size of Person Threshold

Either the acquiring or the acquired person has at least $18.8 million in total assets (or annual net sales if that party is engaged in manufacturing), and the other person has at least $188 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 acquisitions of voting securities, assets or non-corporate interests) to file an HSR 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).

No Change to Filing Fees; Fee Thresholds Revised

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

Filing Fee

New Filing Fee Thresholds

$45,000

For acquisitions valued at $94 million or more up to $188 million.

$125,000

For acquisitions valued at $188 million or more up to $940.1 million.

$280,000

For acquisitions valued at $940.1 million or more.

Increased 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 maximum civil penalty for violations of the HSR Act was increased earlier this month to $43,280 per day.

©1994-2021 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. All Rights Reserved.National Law Review, Volume X, Number 28
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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 G. Kidwell Member Mintz DC Antitrust Health Care Enforcement & Investigations Communications Complex Commercial Litigation
Member

Rob’s Washington, DC-based competition and trade regulation practice involves counseling on the regulatory implications of business strategies, regulatory matters, policymaking, and litigation. He defends clients in complex litigation and in merger and regulatory reviews by the US Department of Justice, the Federal Trade Commission, the Committee on Foreign Investment in the US, and the Federal Communications Commission. Rob’s clients include media and telecommunications companies, health systems and providers, national retailers, trade associations, and life sciences and technology...

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
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