Summary

On January 19, 2017, the Federal Trade Commission, as it is legally required to do, announced the new monetary thresholds for triggering a potential Hart-Scott-Rodino (“HSR”) filing and the amounts which will trigger a prohibition on interlocking directorates. ​

HSR Thresholds

The Hart-Scott thresholds have been revised as follows:

Threshold                           Original Amount                 2017 Adjusted Threshold

Size of Transaction             $ 50,000,000                          $ 80,800,000

Size of Person                    $  10,000,000                         $  16,200,000

                                              $100,000,000                          $161,500,000

Size of Transaction
Eliminating Size of
Person Rule                       $200,000,000                           $323,000,000

These changes will apply to all transactions that close on or after the effective date of the January 19 Notice, which is 30 days after publication in the Federal Register. Filing fees remain the same; for transactions ranging from $80.8M to $161.5M, the fee is $45,000. A $125,000 fee is required for transactions between $161.5M and $807.5M, and for deals exceeding the latter, the fee is $280,000. A complete list of the relevant threshold changes with correlating statutory references can be found here on the FTC’s website. 

Interlocking Directorates

The trigger point at which companies may not have interlocking directorates under Section 8 of the Clayton Act has been increased to $32,914,000 (in capital, surplus or undivided profits) and $3,291,400 (in competitive sales). These changes become effective upon publication in the Federal Register. A copy of the FTC’s Notice can be found here.