May 26, 2022

Volume XII, Number 146

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Notification Threshold Under the Hart-Scott-Rodino Act Increased to $101 Million

On January 21, 2022, the US Federal Trade Commission (FTC) announced increased thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR). The thresholds are indexed to changes in the gross national product (GNP).

NOTIFICATION THRESHOLD ADJUSTMENTS

These increased thresholds are scheduled to be published in the Federal Register on January 24, 2022, which would make them become effective on February 23, 2022. These new thresholds apply to any transaction that closes on or after the effective date:

  • The base filing threshold, which frequently determines whether a transaction requires the filing of an HSR notification, will increase to $101 million.

  • The alternative statutory size-of-transaction test, which captures all transactions valued above a certain size (even if the “size-of-person” threshold is not met), will be adjusted to $403.9 million.

  • The statutory size-of-person thresholds will increase to $20.2 million and $202 million.

 

The adjustments will affect parties contemplating HSR notifications in various ways. Transactions that meet the current “size-of-transaction” threshold (but not the adjusted $101 million threshold) will only need to be filed if they will close before the new thresholds take effect on February 23, 2022.

Parties may also realize a benefit of lower notification filing fees for certain transactions. Under the rules, the acquiring person must pay a filing fee, although the parties may allocate that fee among themselves. Filing fees for HSR-reportable transactions will remain unchanged; however, the size of transactions subject to the filing fee tiers will shift upward because of the GNP-indexing adjustments:

Filing Fee

Size of Transaction

$45,000

$101 million, but less than $202 million

$125,000

$202 million, but less than $1.0098 billion

$280,000

$1.0098 billion or more

 

© 2022 McDermott Will & EmeryNational Law Review, Volume XII, Number 21
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About this Author

Associate

Noah Feldman* Greene focuses his practice on antitrust matters.

During law school, Noah served as a judicial intern for the Hon. Beverly Reid O’Connell of the US District Court for the Central District of California. He was senior editor of the Virginia Journal of International Law and participated in the William Minor Lile Moot Court.

*Not admitted to practice in the District of Columbia; admitted only in California. Supervised by principals of the Firm who are members of the District of Columbia Bar.

1 202 756 8426
Counsel

Timothy (Ty) Carson advises clients on all facets of the merger review and clearance process, with a focus on compliance with the Hart-Scott-Rodino Act and related rules. His deep antitrust and competition experience includes six years at the Federal Trade Commission (FTC), where he advised on pre-merger notifications, investigations and several full-phase enforcement actions.

Drawing on this real-world agency insight, Ty helps clients propel their most significant transactions by securing merger clearances quickly and efficiently. He has represented clients in both litigation and...

202 756 8455
Gregory E. Heltzer, Mergers and Acquisitions Lawyer, Antitrust Attorney, McDermott Will Emery, Law Firm
Partner

Gregory E. Heltzer is a partner in the law firm of McDermott Will & Emery LLP and is based in the Firm's Washington, D.C., office.  He focuses his practice on defending mergers and acquisitions before the Federal Trade Commission, Department of Justice, state antitrust authorities and foreign competition authorities.  In addition, his practice also includes complex antitrust litigation, government investigations and antitrust counseling (e.g., advising agricultural cooperatives on the requirements of the Capper Volstead Act).

Greg has experience in all three branches of...

202-756-8178
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