The Federal Trade Commission has announced changes to the thresholds that determine whether companies must notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The changes pertain to the jurisdictional and filing fee thresholds. The new thresholds will take effect 30 days after they are published in Federal Register and will apply to transactions that close thereafter.
The most significant revisions to the Hart-Scott-Rodino premerger notification thresholds are that (i) the size-of-transaction test threshold will be raised from a minimum of $63.4 million to a minimum of $66 million; (ii) the size-of-person test thresholds will be raised to $131.9 million/$13.2 million in respect of total assets or net sales of the acquiring and acquired person; and (iii) the size-of-person test threshold will not be applicable to transactions that are valued in excess of $263.8 million. The parameters of the applicable filing fee schedule will be adjusted to take into account these new threshold amounts.