Federal Trade Commission Revises Hart-Scott-Rodino Thresholds

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Hart-Scott-Rodino Thresholds

As it does every year at this time, the Federal Trade Commission (FTC) has issued revised Hart-Scott-Rodino Act (HSR) jurisdictional thresholds for the upcoming year. The FTC is required by law to revise the filing thresholds based upon changes in the gross national product. The new thresholds will become effective on February 24, 2011, for transactions closing on or after that date.

Under the HSR Act, 15 U.S.C. §18a, transactions that exceed “size-of-transaction” and (in most cases) “size-of-person” thresholds must be reported to the FTC and the Department of Justice before they may be consummated (unless an exemption applies). The size of transaction is determined by the value of voting securities or assets to be held by the acquiring person as a result of an acquisition. The size-of-person test looks to the size of both the acquiring and acquired persons, and is determined by their respective gross assets or net revenues. Unless the transaction value is above $263.8 million (see below), the size-of-transaction and size-of person thresholds must both be exceeded for the transaction to be subject to HSR.

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