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FTC Releases Revised Hart-Scott-Rodino Filing Thresholds for 2019

The Federal Trade Commission (FTC) recently announced new filing thresholds that will apply to mergers and acquisitions under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended. These new thresholds will go into effect on April 3.

Under the revised notification thresholds, transactions valued above $90 million will require HSR notification when they satisfy other requirements of the Act. This threshold is an increase from the current threshold of $84.4 million. The FTC adjusted the filing thresholds for larger transactions, as well. The current $168.8 million threshold will be increased to $180 million, and the current $843.9 million threshold will be increased to $899.8 million. Under the new thresholds, the filing fee for notifiable transactions valued: (1) above $90 million, but less than $180 million, remains at $45,000; (2) above $180 million, but less than $899.8 million, remains at $125,000; and (3) above $899.8 million remains at $280,000.

Transactions valued between $90 million and $359.9 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 $18 million, and another party to the transaction must have net sales or total assets of at least $180 million. Transactions valued greater than $359.9 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:

©2019 Katten Muchin Rosenman LLP


About this Author

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

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....

Jonathan Rotenberg, Katten Law Firm, New York, Securities and Litigation Law Attorney

Jonathan Rotenberg is a partner in the Litigation practice. With more than a decade of high-profile experience, Jonathan specializes in defending domestic and international corporate clients and their officers and directors in claims brought under the Securities Act of 1933, the Securities Exchange Act of 1934, and other federal and state securities laws. He also represents companies and their fiduciaries in connection with stockholder books and records demands, derivative demands, and derivative actions.

Jonathan has developed a notable specialty and achieved considerable success as a securities and financial services litigator, representing clients in virtually every economic sector. He has also represented an array of financial institutions, including private equity funds, hedge funds, real estate lenders, investment banks, and commercial banks in both state and federal courts. He also advises clients on Hart-Scott-Rodino pre-merger compliance, having advised both institutional and individual clients on more than 50 deals in the pharmaceutical, telecommunications, data management, insurance and sports industries.