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 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 expiration of a statutory waiting period before
completing the proposed transaction. The FTC revises the thresholds
annually on the basis of U.S. gross national product.
New HSR Thresholds
The following table lists the original, current and revised HSR
thresholds. The new thresholds are effective 30 days after
publication in the Federal Register and 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 $76.3 million (size-of-transaction test), and the
parties to the transaction have total assets or net annual sales in
excess of $15.3 million and $152.5 million (size-of-person
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 $305.1 million.
The schedule for filing fees required for an HSR filing is set
forth below. Note that only the transaction-size thresholds have
changed, not the amount of the filing fees.
Greater than $76.3 million but less than $152.5 million
$152.5 million or greater but less than $762.7 million
$762.7 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 of non-compliance.
1. As required by the 2000 amendments to Section 7A of
the Clayton Act.
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