On January 16, 2007, the Federal Trade Commission announced new jurisdictional thresholds for premerger notification filings made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) as well as for Section 8 of the Clayton Act. The new thresholds for HSR notification will take effect on February 21, 2007; the new thresholds for Section 8 of the Clayton Act are effective as of January 22, 2007. See 72 Fed.Reg. 2692-3 (Jan. 22, 2007).

HSR Notification Thresholds

Under the HSR Act, certain acquisitions of assets, voting securities, and/or interests in noncorporate entities are subject to premerger notification filing and waiting period requirements if the applicable jurisdictional thresholds are satisfied and no exemption applies.

The FTC’s recent changes to the jurisdictional thresholds were prompted by a 2000 amendment to the HSR Act, which requires the FTC to adjust on an annual basis the $50 million and $200 million size-of-transaction threshold tests, and the $10 million and $100 million size-of-person threshold tests based on changes to the U.S. gross national product for each fiscal year compared to the gross national product for the fiscal year ending September 30, 2003. The threshold changes do not affect the amount of the applicable HSR filing fees to be paid, but do affect the threshold levels applicable to each of the filing fees.

The principal changes to the jurisdictional thresholds are as follows:

**SEE TABLE ON PDF**

Interlocking Directorates Thresholds

Section 8 of the Clayton Act prohibits a person from serving as a director or officer of two competing corporations if certain thresholds are satisfied and no exemption applies. The FTC’s recent changes were prompted by a 1990 amendment to Section 8 of the Clayton Act, which requires the FTC to adjust on an annual basis the thresholds that trigger the prohibition based on changes to the U.S. gross national product for each fiscal year compared to the gross national product for the fiscal year ending September 30, 1989.

Under the new thresholds, effective January 22, 2007, a person may not serve as a director or officer of competing corporations if each corporation has capital, surplus, and undivided profits aggregating more than $24,001,000 unless one of the corporations has competitive sales of less than $2,400,100. Previously, a person was prohibited from serving as a director or officer of competing corporations if each corporation had capital, surplus, and undivided profits aggregating more than $22,761,000 unless one of the corporations had competitive sales of less than $2,276,100.