On January 24, 2012, the Federal Trade Commission announced new thresholds for Hart-Scott-Rodino (HSR) Act filings.
The HSR Act requires parties to notify the Federal Trade Commission (FTC) and Department of Justice (DOJ) when a transaction meets specified thresholds and no exemption applies. If notification is required, the parties cannot close while the statutory waiting period runs and the agencies review the transaction. Most commonly, a filing is required if the parties meet both the "size of person" and "size of transaction" thresholds, which are modified by the new thresholds.
Size-of-Person Test: met if one company has over $136.4 million in annual sales or total assets and the other company has over $13.6 million in annual sales or total assets.
Size-of-Transaction Test: met if, as a result of the transaction, the buyer will hold voting securities or assets, including voting securities currently held in the seller and assets recently acquired from the seller, valued in excess of $68.2 million.
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