New Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

1. New Thresholds For HSR Filings

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) imposes notification and waiting period obligations on parties to certain mergers, acquisitions, formations of joint ventures and unincorporated entities, and other transactions. Parties to an HSR-reportable transaction must notify the federal government and observe a waiting period, usually 30 days, before completing the transaction. A transaction is generally reportable if it meets a Size of Transaction test and a Size of Person test. Each “person” who is a party to an HSR-reportable deal must file an HSR notification with the Department of Justice Antitrust Division and the Federal Trade Commission.

On January 21, 2011, the Federal Trade Commission announced revised thresholds for filings under the HSR Act. The filing thresholds are revised annually, based on the change in gross national product. Unlike last year when, for the first time, the thresholds were reduced, the new thresholds are slightly higher than the previous year. The new thresholds will be effective February 24, 2011. Thus, acquisitions that have not closed by February 24, 2011 will be subject to the new thresholds.

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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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