New M&A Filing Thresholds and Recent Enforcement Actions

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This alert discusses the new HSR Act notification thresholds, recent HSR Act penalties, and

European Commission pre-merger prohibitions.

New HSR Filing Thresholds Announced

On January 18, 2008, the Federal Trade Commission, the agency charged with administering the

Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and its filing requirements, approved the new annual HSR Act notification thresholds. The new thresholds will be published in the Federal Register within a few days and will become effective 30 days after publication.

The “size of transaction” threshold will increase from $59.8 million to $63.1 million. No HSR Act notification will be required if the value of voting securities and assets held as a result of the transaction is below this threshold.

The “size of parties” thresholds of $119.6 million in annual sales and $12.0 million in total assets will increase to $126.2 million and $12.6 million, respectively. For transactions valued at more than $63.1 million but less than $252.3 million, no HSR Act notification will be

required if the ultimate parent entities of one or both parties to the transaction do not satisfy the applicable “size of parties” thresholds.

Transactions valued at more than $252.3 million (previously $239.2 million) will be reportable regardless of the size of the parties, unless an HSR Act exemption applies.

The new HSR Act thresholds also apply to certain other thresholds and exemptions.

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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.

© Morrison & Foerster LLP | Attorney Advertising

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