Revisions to HSR Act Filing Thresholds, Civil Penalty Maximum, and Interlocking Directorate Thresholds

Weil, Gotshal & Manges LLP

On February 1, 2021, the U.S. Federal Trade Commission (FTC) issued for publication in the Federal Register the annual revisions to the jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The new thresholds are scheduled to become effective March 4, 2021 and will apply to transactions consummated on or after the effective date. The HSR Act requires the FTC to revise the thresholds annually based on changes in the gross national product (GNP).

Although the thresholds typically increase, this year’s thresholds have decreased due to reduced GNP as a result of the COVID-19 pandemic. Under the revisions, the size of transaction threshold has been decreased from $94 million to $92 million. Consequently, the HSR Act notification and waiting period requirements will now apply to acquisitions resulting in the acquiring person holding assets and/or voting securities of the acquired person valued over $92 million. The HSR Act requirements also will apply to purchases of partnership interests and membership interests of an LLC provided that (i) the acquiring person obtains a 50% or greater interest and (ii) the interests held by the acquiring person are valued over $92 million.

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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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Weil, Gotshal & Manges LLP

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