The U.S. Federal Trade Commission (FTC) has announced its annual
revisions to the notification and filing fee thresholds of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR
Act).1 The HSR Act is an antitrust statute that
authorizes the FTC and the Antitrust Division of the Department of
Justice (DOJ) to suspend certain types of acquisitions and evaluate
their potential anticompetitive effects. The HSR Act requires the
parties contemplating certain mergers or acquisitions that meet or
exceed certain jurisdictional thresholds to (i) provide information
to the FTC and DOJ regarding the acquisition and the parties'
business operations, and (ii) await the expiry of a statutory
waiting period before completing the proposed transaction. The FTC
revises the thresholds annually on the basis of the change in U.S.
gross national product.
New HSR Thresholds
The following table lists the original HSR thresholds, the 2013
thresholds and the latest revised thresholds, which will become
effective 30 days after publication in the Federal Register and
which will apply to transactions closing on or after that date
(expected to be late February).
Under the revised thresholds, an acquisition is subject to the
notification and waiting period requirements of the HSR Act if, as
a result of the transaction, the buyer will hold assets, voting
securities, or non-corporate interests of the target with a value
in excess of $75.9 million (size-of-transaction test), and the
parties to the transaction have in excess of $15.2 million and
$151.7 million in either total assets or net annual sales
The size-of-person test does not apply to transactions involving
the acquisition of assets, voting securities or non-corporate
interests valued in excess of $303.4 million.
The schedule for filing fees required when making an HSR
notification filing with the FTC and DOJ will be as set forth
below. Note that only the transaction-size thresholds have changed,
not the filing fees themselves.
Greater than $75.9 million but less than $151.7 million
$151.7 million or greater but less than $758.6 million
$758.6 million or greater
The failure to file a Notification and Report Form with the FTC
and DOJ under the HSR Act remains subject to a penalty of up to
$16,000 per day for each day of noncompliance.
1 As required by the 2000 amendments to Section 7A of the
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
The Canadian Competition Bureau issued a template document for use as a form of Consent Agreement, to be filed with the Competition Tribunal to resolve concerns the Bureau may have with proposed mergers.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).