FTC Increases Thresholds for Hart-Scott-Rodino Act and Corporate Interlock Statute

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On January 17, 2014, the FTC announced its annual adjustment of jurisdictional threshold amounts in the Hart-Scott-Rodino (“HSR”) Act and Section 8 of the Clayton Act (“Corporate Interlock Statute”). These increased thresholds reflect the percentage increase in the gross national product from 2012 to 2013.

REVISED HSR THRESHOLDS

Under the revised thresholds, transactions valued at more than $75.9 million will be subject to HSR report-and-wait-requirements (unless covered by an exemption). The revised indexed thresholds are: 

ORIGINAL THRESHOLD

ADJUSTED THRESHOLD

$10 million (Size-of-Person)

$15.2 million

$50 million (Size-of-Transaction)

$75.9 million

$100 million (Size-of-Person and Size-of-Transaction re: fee)

$151.7 million

$200 million (Size-of-Person)

$303.4 million

$500 million (Size-of-Transaction re: fee)

$758.6 million

$1 billion (Size-of-Transaction)

$1,517.1 million
(or $1.5171 billion)

The HSR filing fees have not changed, but the transaction value ranges to which they apply have been adjusted:

FEE

ORIGINAL TRANSACTION VALUES

ADJUSTED TRANSACTION VALUES

$45,000

$50 to $100 million

$75.9 to $151.7 million

$125,000

$100 to $500 million

$151.7 to $758.6 million

$280,000

$500 million and above

$758.6 million and above

The new HSR thresholds will become effective 30 days after publication in the Federal Register.

CORPORATE INTERLOCK THRESHOLDS

Under the revised thresholds, one person may not serve simultaneously as an officer or director of competing corporations if each "interlocked" corporation has capital, surplus, and undivided profits aggregating more than $29,945,000 (originally, $10,000,000). The threshold amount applicable to the statutory “safe harbor” based on the dollar value of “competitive sales” has also been revised: a corporate interlock does not violate the statute if the “competitive sales” of either interlocked corporation are less than $2,994,500 (originally $1,000,000). The statutory safe harbors based on ratios of “competitive sales” to total sales remain unchanged.

The revised corporate interlock thresholds will become effective 30 days after publication in the Federal Register.