1. Higher Thresholds For HSR Filings
On January 15, 2015, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The filing thresholds are revised annually, based on the change in gross national product and will be effective thirty days after publication in the Federal Register. Publication is expected within a week, so the new thresholds will most likely become effective in late February 2015. Acquisitions that have not closed by the effective date will be subject to the new thresholds.
The HSR Act notification requirements apply to transactions that satisfy the specified “size of transaction” and “size of person” thresholds. The key adjusted thresholds are summarized in the following chart:
Click here to view chart.
2. Higher Thresholds For the Prohibition Against Interlocking Directorates
Higher thresholds for the prohibition in Section 8 of the Clayton Act against interlocking directorates became effective on January 15, 2015. Section 8 prohibits, with certain exceptions, one person from serving as a director or officer of two competing corporations if two thresholds are met. Applying the new thresholds, competitor corporations are covered by Section 8 if each one has capital, surplus and undivided profits aggregating more than $31,084,000, with the exception that the interlock is not prohibited if the competitive sales of either corporation are less than $3,108,400. As with HSR thresholds, the FTC is required to revise Section 8 thresholds annually based on gross national product.