HSR Filing Threshold Increases to $70.9 Million


The Federal Trade Commission (“FTC”) announced on January 10, 2013 that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be raised 4.0 percent from the 2012 levels. As a result, the HSR minimum size of transaction threshold will be raised to $70.9 million from $68.2 million. Transactions valued between $68.2 million and $70.9 million will no longer require an HSR filing. The dollar thresholds that determine the applicable filing fee will be revised accordingly.

Simultaneously, the FTC also increased the dollar thresholds under Section 8 of the Clayton Act prohibiting any person from holding positions as an officer or director of competing corporations engaged in commerce, if the corporations meet certain thresholds.

The HSR changes will become effective on February 11, 2013. The new HSR thresholds will apply to transactions that close on or after that date.

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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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