On 24 January 2012, the Federal Trade Commission (FTC) released the annual jurisdictional adjustments for premerger notification filings made pursuant to Section 7A of the Clayton Act, known as 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 become effective 30 days after publication in the Federal Register. The revisions to Section 8 will become effective upon publication in the Federal Register. Both changes should be effective before the end of February 2012.
HSR NOTIFICATION THRESHOLDS
Under the HSR Act, certain acquisitions of assets, voting securities, or interests in non-corporate entities are subject to premerger notification filing and waiting period requirements if the applicable jurisdictional thresholds are satisfied and no exemption applies.
Each year the FTC adjusts the HSR jurisdictional threshold tests based on changes to the U.S. gross national product for the most recent fiscal year compared to the gross national product for the fiscal year ending 30 September 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 HSR jurisdictional thresholds will be as follows:
Click here to view table.
INTERLOCKING DIRECTORATES THRESHOLD
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 is required to adjust annually certain thresholds related to Section 8 based on changes to the gross national product compared to the gross national product for the fiscal year ending 30 September 1989.
Under the new thresholds that will be effective upon publication in the Federal Register, 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 US$27,784,000, unless one of the corporations has competitive sales of less than US$2,778,400. Previously, a person was prohibited from serving as a director or officer of competitive corporations if each corporation had capital, surplus, and undivided profits aggregating more than US$26,867,000 unless one of the corporations had competitive sales of less than US$2,686,700.