FTC Revises HSR and Interlocking Directorate Thresholds


The Federal Trade Commission (“FTC”) recently announced the annual changes to the notification thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”), as well as certain other values under the HSR rules. As background, the HSR Act requires that acquisitions of voting securities or assets that exceed certain thresholds be disclosed to U.S. antitrust authorities for review before they can be completed. The “size-of-transaction threshold” requires that the transaction exceeds a certain value. Under certain circumstances, the parties involved also have to exceed “size-of-person thresholds.” This year’s values, which are adjusted annually based on changes in the GNP, take effect on February 27, 2012. The FTC also adjusted the safe harbor thresholds that govern interlocking directorates in competing companies.

The most important change is that the minimum size-of-transaction threshold will increase from the current $66 million to $68.2 million. The size-of-person thresholds will also increase as follows:

- For transactions valued between $68.2 million and $272.8 million, one party to the transaction must have $13.6 million in sales or assets and the other party must have $136.4 million in sales or assets, as reported on the last regularly prepared balance sheet or income statement.

- For transactions valued at greater than $272.8 million, no size-of-person threshold must be met to require an HSR filing.

Please see full Alert below for further information.

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