Summary
On January 21, 2016, the Federal Trade Commission, as it is legally required to do, announced the new monetary thresholds for triggering both Hart-Scott-Rodino filings and prohibitions on certain kinds of interlocking directorates under the Clayton Act.
Hart-Scott
The Hart-Scott thresholds have been revised as follows:
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Threshold Original Amount 2016 Adjusted Threshold
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Size of Transaction $50,000,000 $78,200,000
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Size of Person $10,000,000 $15,600,000
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$100,000,000 $156,300,000
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Size of Transaction
Eliminating Size of
Person Rule $200,000,000 $312,600,000
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Filing fees have not been changed. For deals ranging from $78.2M to less than $156.3M, the filing fee is $45,000; for deals ranging from $156.3M to $781.5M, the fee is $125,000; and for deals over $781.5M, the filing fee is $280,000.
A full list of all the relevant threshold changes can be found on the Federal Trade Commission’s website, https://www.ftc.gov/system/files/documents/federal_register_notices/2016/01/160121claytonact7afrn.pdf
Interlocking Directorates
The revised thresholds concerning the trigger point at which companies may not have interlocking board members under Section 8 of the Clayton Act has been increased to $31,841,000 (section 8(a)(1))(the capital, surplus or undivided profits minimum), and $3,184,100 (section 8(a)(2)(A))(the competitive sales minimum).
All changes were effective upon publication in the Federal Register and apply to all transactions that close on or after that date.
