January 30, 2019 - On January 28, the FTC
announced the adjusted HSR reportability thresholds for 2020.
The new thresholds become effective on February 27, and will apply
to all transactions that close on or after that
date.
Once the new thresholds go into effect, the size-of-transaction
threshold for HSR filings will increase to $94 million, up from
last year's threshold of $90 million. Transactions valued
at $94 million or less will not require an HSR filing.
The thresholds for the HSR size-of-parties test also will increase
this year. This test applies when a transaction exceeds the
size-of-transaction threshold (soon to be $94 million), but still
falls below a higher threshold amount. This year the higher
threshold amount will increase from $359.9 million to $376
million. Under the new thresholds, transactions with a value
of more than $94 million but not more than $376 million will be
subject to the size-of-parties test. Transactions falling in
that range will not require a filing unless one party has sales or
assets of at least $188 million, and the other party has sales or
assets of at least $18.8 million. For transactions valued at
more than $376 million, the filing requirement applies without
regard to the size of the parties.
Additionally, the FTC has revised the thresholds for evaluating
interlocking directorates, effective January 21, 2020. In
certain cases, Section 8 of the Clayton Act prohibits one person
from serving simultaneously as an officer or director of two
competing companies, if the companies have aggregate capital,
surplus, and undivided profits of more than $38,204,000 (up from
$36,564,000). A de minimis exception applies if the
competitive sales of either corporation fall below a threshold of
$3,820,400 (up from $3,656,400).
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.