Each year, the Federal Trade Commission (FTC) adjusts the reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) based on changes in gross national product. On February 15, 2019, the FTC announced the revised thresholds. Below are the current and new thresholds:
|
Test |
2018 Threshold |
**NEW**
Adjusted 2019 Threshold |
|
Size-of-Transaction |
$84.4 million |
$90 million |
|
Size-of-Person as Measured by Annual Net Sales or Total Assets |
$16.9 million for one party
AND
$168.8 million for the other party |
$18 million for one party
AND
$180 million for the other party |
Size-of-Transaction Threshold
at Which Size-of-Person Test
No Longer Applies |
$337.6 million |
$359.9 million |
The practical effect of this change is that transactions valued in excess of $90 million will be subject to the reporting and waiting requirements of the HSR Act. In general, the size-of-parties test will be satisfied only if one party to the transaction has annual net sales or total assets of $180 million or more and the other party has annual net sales or total assets of $18 million or more.
The interlocking directorate thresholds under Section 8 of the Clayton Act have also been adjusted to account for changes in the gross national product. Section 8 may preclude a person from serving as an officer or director of two competing corporations when (1) each of the competing corporations has capital, surplus, and undivided profits aggregating more than $36,564,000, and (2) each corporation’s competitive sales are at least $3,656,400.
The current premerger filing fee schedule is:
-
$45,000 for transactions valued at $90 million or more, but less than $180 million
-
$125,000 for transactions valued at $180 million or more, but less than $899.8 million
-
$280,000 for transactions valued at $899.8 million or more
