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FTC’s 2020 Adjustments to HSR Filing Thresholds

The Federal Trade Commission (“FTC”) announced its annual adjustment for notification thresholds for proposed mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”).  

HSR Act Threshold Increases:

  • “Size-of-transaction” threshold increased from $90 million to $94 million

  • “Size-of-person” thresholds increased from $180 million and $18 million to $188 million and $18.8 million, respectively  

  • “Size-of-transaction” maximum increased from $359.9 million to $376 million

An HSR Filing May be Necessary If:

  • As a result of the transaction, the acquirer will hold voting securities and assets of the acquired valued at more than $94 million but not more than $376 million, and the “size-of-person” thresholds are also met. To meet the “size-of-person” test, one party must have annual net sales or total assets of at least $188 million, and the other party must have annual net sales or total assets of at least $18.8 million 

  • As a result of the transaction, the acquirer will hold voting securities and assets of the acquired valued at greater than $376 million (the size-of-person test is not applied), unless another exemption applies.

The FTC also adjusted the thresholds in Section 8 of the Clayton Act that trigger the prohibition on “interlocking directorates” - where one person serves as a director or officer of two competing corporations (subject to certain exceptions). Now the prohibition may apply when (1) each corporation has capital, surplus, and undivided profits aggregating more than $38,204,000, and (2) each corporation’s competitive sales are at least $3,820,400.

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About this Author

John Chadd, Steptoe Johnson Law Firm, Energy Transaction and Mineral Law Attorney
Of Counsel

John Chadd focuses his practice in the areas of energy transactional and mineral title law. He advises companies, investors, and lenders on a broad spectrum of oil and gas and energy transactions including finance, acquisitions and divestitures, development and operational matters as well as general mergers and acquisitions and renewable energy projects.  He also represents companies and lenders in lending and finance transactions across a wide array of industries. 

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