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FTC Releases Revised Hart-Scott-Rodino Filing Thresholds for 2017

On January 19, the Federal Trade Commission (FTC) announced the new filing thresholds that will apply to mergers and acquisitions under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended (the Act). These new thresholds will go in effect 30 days after publication in the Federal Register and will likely be effective by mid-to-late February.

Under the revised notification thresholds, transactions valued above $80.8 million will require HSR notification when they satisfy other requirements of the Act. This threshold is an increase from the current threshold of $78.2 million. The FTC adjusted the filing thresholds for larger transactions as well. The current $156.3 million threshold will be increased to $161.5 million, and the current $781.5 million threshold will be increased to $807.5 million. Under the new thresholds, the filing fee for notifiable transactions valued: (1) above $80.8 million but less than $161.5 million, remains at $45,000; (2) above $161.5 million but less than $807.5 million, remains at $125,000; and (3) above $807.5 million remains at $280,000.

Transactions valued between $80.8 million and $323 million also must satisfy the “size of person” test in addition to the “size of transaction” test for a filing to be required. The FTC also announced new size of person thresholds. Under the new thresholds, one party to the transaction must have net sales or total assets of at least $16.2 million, and another party to the transaction must have net sales or total assets of at least $161.5 million. Transactions valued greater than $323 million under the HSR rules will require a filing regardless of the size of the persons involved.

The FTC’s announcement on the revised thresholds is available here.

This post was written with contributions from Jonathan Rotenberg.

©2020 Katten Muchin Rosenman LLP

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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
Shannon Traylor, Corporate Attorney, Katten Law Firm
Associate

Shannon Traylor concentrates her practice in general corporate matters.

While attending law school, Shannon was a member of the Virginia Journal of International Law and its submission review board. Prior to law school, Shannon worked in the Washington, DC area for a nonprofit devoted to nuclear nonproliferation.

202-625-3798