The Federal Trade Commission announced on January 19 that the thresholds for Hart-Scott-Rodino premerger notification have been revised, as the statute requires. The thresholds are carefully watched because transactions covered by the HSR filing requirement can be delayed pending clearance and the parties to the transaction bear the burden of hefty fees for filing the notification.
This announcement was extraordinary for a simple reason. The thresholds are adjusted annually based on changes to the gross national product. For the first time, the thresholds were reduced, due to the decrease in GNP from the recession. This year, the threshold for reporting proposed mergers and acquisitions decreased from $65.2 million to $63.4 million.
The Hart-Scott-Rodino Act requires notification of certain mergers or acquisitions to the FTC and the Justice Department's Antitrust Division. The parties to the transaction must then wait a designated period of time before consummating the transaction. While the $63.4 million revised threshold will apply to most transactions, there are several other tests that must be met before it can be determined that a filing is required. While the analysis for most transactions is straightforward, the application of HSR to some transactions can be quite complex. So those contemplating a transaction should consult with legal counsel before determining whether or not a filing is required. For more information on the revised thresholds, visit the FTC website at: http://www.ftc.gov/.