FTC Announces Increases to Thresholds for Pre-Merger Notification and Limitations on Interlocking Directorates


On Jan. 21, 2011, the Federal Trade Commission (FTC) made its annual announcement of revisions to thresholds that determine whether companies must abide by the pre-merger filing and waiting-period requirements of the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), as amended. The FTC is required to revise these thresholds annually based on changes in gross domestic product.

This year, the “size-of-transaction” threshold increased from $63.4 million to $66 million. As a result, the HSR Act notification and waiting requirements will apply to transactions that result in the acquiring party holding assets or voting securities of the acquired person valued at more than $66 million.

The “size of person” test is now applicable to transactions valued at $263.8 million or less (up from $253.7 million). Where the “size-of-person” test applies (to transactions valued at $263.8 million), compliance with HSR Act rules is required when one of the parties has total assets or net sales of at least $13.2 million and the other has total assets or net sales of at least $131.9 million.

The HSR Act filing fees remain the same but are based on the revised thresholds, as follows.....

Please see full advisory below for more information.

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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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