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.....