On January 15, 2015, the FTC announced its annual adjustments of dollar jurisdictional threshold amounts in the Hart-Scott-Rodino (“HSR”) Act and Section 8 of the Clayton Act (“Corporate Interlock Statute”). These changes reflect last year’s percentage increase in the gross national product.

REVISED HSR THRESHOLDS

The thresholds have again moved upward. Under the revised thresholds, transactions valued at more than $76.3 million will be subject to HSR report-and-wait-requirements (unless covered by an exemption). A complete list of the revised indexed thresholds is as follows:

Click here to view table.

The HSR filing fees have not changed but the transaction value ranges to which they apply have been adjusted:

Click here to view table.

The new HSR thresholds will become effective 30 days after publication in the Federal Register.

CORPORATE INTERLOCK THRESHOLDS

Under the revised thresholds, one person may not serve simultaneously as an officer or director of competing corporations if each "interlocked" corporation has capital, surplus, and undivided profits aggregating more than $31,084,000 (originally, $10,000,000). The threshold amount applicable to the statutory “safe harbor” based on the dollar value of “competitive sales” has also been revised: a corporate interlock does not violate the statute if the “competitive sales” of either interlocked corporation are less than $3,108,400 (originally $1,000,000). The statutory safe harbors based on ratios of “competitive sales” to total sales remain unchanged.

The revised corporate interlock thresholds will become effective immediately upon publication in the Federal Register.