FTC Announces 2021 Hart-Scott-Rodino Threshold Reductions

Saul Ewing Arnstein & Lehr LLP
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Saul Ewing Arnstein & Lehr LLP

On February 1, the FTC gave notice that on February 2, new Hart-Scott-Rodino (“HSR”) thresholds would be published in the Federal Register, to take effect March 4, 2021. See Federal Register: Revised Jurisdictional Thresholds for Section 7A of the Clayton Act. For purposes of determining whether an HSR filing is required, and as a result of the COVID-19 related economic downturn, the new thresholds are a reduction from 2020 thresholds, as follows:

In addition, for purposes of the prohibition against interlocking directorates, competing corporations must have capital, surplus and undivided profits exceeding, in the aggregate, $37,382,000 and there are three tests for determining competitive overlap:

  • each company must have competitive sales of at least $3,738,200; or
  • each company must have competitive sales of at least 2 percent of total sales; or
  • competitive sales of either company is at least 4 percent of its total sales.

Also, earlier this year, the FTC announced a small increase in the HSR failure-to-file fine, from $42,530 to $43,280. See https://www.ftc.gov/news-events/press-releases/2020/01/ftc-publishes-inflation-adjusted-civil-penalty-amounts.

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