Hart-Scott-Rodino Antitrust Thresholds Revised for 2012

On January 24, 2012, the Federal Trade Commission announced its annual revisions to the Hart-Scott-Rodino Act merger notification thresholds. From antitrust lawyers on JD Supra, here’s a look at the new limits:

FTC Announces Increased Hart-Scott-Rodino Thresholds (King & Spalding)

“As a result of the indexing:

  • The $66 million minimum transaction value filing threshold has increased to $68.2 million.
  • The $263.8 million transaction value, above which size-of-person tests are inapplicable, becomes $272.8 million.
  • The $13.2 million and $131.9 million size-of-person tests become $13.6 million and $136.4 million tests, respectively.” Read more»

FTC Raises Hart-Scott-Rodino Thresholds (Morgan Lewis)

“The HSR Act rules relating to acquisitions of partnership interests and membership interests in a limited liability company (LLC) remain the same. Only acquisitions of economic control in an LLC or partnership may be reportable. ‘Control’ is defined as having a right to 50% or more of the profits of a partnership or LLC or 50% or more of the assets upon the dissolution of such entity.” Read more»

FTC Announces Increased HSR Thresholds (Mintz Levin – Antitrust)

“The FTC revises the thresholds annually based on changes in the gross national product. The new thresholds will be effective 30 days after their publication in the Federal Register. The increased thresholds will result in fewer reportable transactions under the HSR Act.” Read more»

FTC Announces Annual Changes to HSR Thresholds (White & Case LLP)

“The application of these thresholds, particularly to cross-border transactions, is rarely straightforward and requires a thorough understanding of the statute and the voluminous and complex implementing regulations. Transactions in which the acquirer will hold voting securities, noncorporate interests or assets valued above that [the revised] amount may be reportable if the size-of-parties test is also satisfied and no exemptions are available.” Read more»

Revised 2012 Hart-Scott-Rodino Antitrust Thresholds Announced (Howard Morse)

“Failure to file an HSR Notification and Report Form remains subject to a statutory penalty of up to $16,000 per day of noncompliance. The HSR thresholds are only one part of the analysis to determine whether an HSR filing will be required…” Read more»

Higher Filing Thresholds for HSR Act Premerge Notifications and Interlocking Directorates Announced (Sheppard Mullin Richter & Hampton LLP)

“Also on January 24, 2012, the FTC announced new, higher thresholds for the prohibition in Section 8 of the Clayton Act against interlocking directorates. Section 8 prohibits, with certain exceptions, one person from serving as a director or officer of two competing corporations if two thresholds are met…” Read more»

New HSR Filing Thresholds for 2012 (Morrison & Foerster LLP)

“Under the revised thresholds, effective when published in the Federal Register, Section 8 may apply when each of the competing corporations has capital, surplus, and undivided profits aggregating more than $27,784,000 and each corporation’s competitive sales are at least $2,778,400.” Read more»

Notification Threshold Under the Hart-Scott-Rodino Act Increased to $68.2 million (McDermott Will & Emery)

“Under the rules, the acquiring person must pay a filing fee, although the parties may allocate that fee amongst themselves. Filing fees for HSR-reportable transactions will remain unchanged for now (although the FTC is pursuing filing fee increases).” Read more»

Antitrust Alert: New HSR Thresholds for 2012 (Fenwick & West LLP)

“Filing fee thresholds also have been adjusted: (i) $45,000 for transactions below $136.4 million, (ii) $125,000 for transactions of $136.4 million or more but below $682.1 million, and (iii) $280,000 for transactions of $682.1 million or more.” Read more»

FTC Announces Increased HSR Thresholds (Ropes & Gray LLP)

“The revised jurisdictional thresholds will remain in effect until the next adjustment issued by the FTC, which is expected in the first quarter of 2013.”  Read more»

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See also: Key Developments in HSR Merger Review Processes—Prepare for Compliance (Jeff Dunlap) 

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