On January 21, 2011, the US Federal Trade Commission announced that it had approved the new jurisdictional thresholds required by the 2000 amendment to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). Under the amendment, the FTC is required to revise the thresholds annually, based on the change in gross national product. These adjustments will be effective on February 24, 2011, and will affect all transactions closing on or after that date.

The new thresholds will change the applicable tests as follows:

  1. Increase the minimum size-oftransaction test to $66 million, this means acquisitions below $66 million will not be reportable;  
  2. Increase the size-of-transaction test to $263.8 million, this means acquisitions of more than $263.8 million will be reportable unless an exemption applies;  
  3. Increase the size-of-persons test to $13.2 million and $131.9 million, this means that acquisitions of less than $263.8 million are not reportable unless one person has assets or annual net sales of $13.2 million or more and the other person has assets or annual net sales of $131.9 million or more.  

The new thresholds for 2011 are set out below. The chart on the next page illustrates the application of the HSR thresholds and lists the filing fee amounts, which remain unchanged.

Click here for table

Click here for diagram