Today, January 24, 2012, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino(HSR) Act notification thresholds. The FTC is required to revise the jurisdictional thresholds annually, based on the change ingross national product. The thresholds will increase slightly over last year's thresholds. The changes are expected to become effective in late February, 30 days after notice is published in the Federal Register. 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.
The size-of-transaction threshold will increase to US $68.2 million from US $66.0 million. Transactions in which the acquirer will hold voting securities, noncorporate interests or assets valued above that amount (as calculated under the Act) may be reportable if the size-of-parties test is also satisfied and no exemptions are available.
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