Hart-Scott-Rodino Thresholds to Increase


Beginning February 11, 2013, transactions valued at more than $70.9 million may require a Premerger Notification and Report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“the HSR Act”). This number represents an increase from the current filing threshold of $68.2 million.

Pursuant to legislation adopted in 2000, the dollar values in the tests, which are used to determine which mergers and acquisitions must be filed with the Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”), are adjusted annually for changes in the gross national product. In addition, the same adjustment factors are applied to the transaction-size criteria that determine the amount of the filing fee paid for transactions in which a filing is required.

The New Filing Thresholds -

The HSR Act requires certain persons making acquisitions of assets, voting securities and non-corporate interests (i.e., interests in partnerships and limited liability companies) (a) to file premerger notifications with the FTC and the DOJ, and (b) to wait until the expiration of a waiting period (usually 30 days) before consummating the acquisition.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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