Hart Scott Rodino 2011 Threshold Revisions – Antitrust Law Update

iStock_000000701787XSmall.jpg[Update, July 2011: also see additional updates: Hart-Scott-Rodino Rules: DOJ And FTC Final Changes To Merger Reporting…]

Here’s what lawyers and law firms on JD Supra are reporting about the Hart-Scott-Rodino Act antitrust threshold revisions for 2011, as announced by the FTC on January, 21:

Hart Scott Rodino Antitrust Threshold Revisions Announced for 2011 (by Howard Morse, Cooley LLP):

“The Federal Trade Commission (FTC) announced new Hart-Scott-Rodino Act
(HSR) thresholds for reporting proposed transactions to the Department
of Justice (DOJ) and FTC, on January 21, 2011. The critical
“size-of-transaction” threshold will increase from $63.4 million to
$66.0 million, when the changes take effect, 30 days after publication
in the Federal Register, which should occur shortly. The HSR Act allows
the FTC and DOJ to review proposed mergers and acquisitions before they
are consummated to determine if they may violate antitrust law. The
thresholds are adjusted annually for changes in GNP…” Read on>>

Hart-Scott-Rodino Thresholds Revised, Effective February 24 (by Francis Fryscak, Cooley LLP):

“Once the new thresholds take effect, the “size of transaction” test will reach those transactions in which the value of the voting securities (or assets) to be held as a result of the acquisition will exceed $66 million (compared to the current $63.4 million threshold). The “size of-person” test will require, in most cases, that at least one party (together with affiliates under common control) has total assets or annual sales of at least $131.9 million, and another party (together with affiliates under common control) has total assets or annual sales of at least $13.2 million…” Read on>>

Notification Threshold Under Hart-Scott-Rodino Act Increased to $66 Million (by McDermott Will & Emery):

“The adjustments will affect parties contemplating HSR notifications in various ways. Parties may be relieved from the obligation to file a notification for transactions closed after February 24, 2011, that fall below the adjusted base threshold. For example, a transaction resulting in the acquiring person holding voting securities or assets valued at less than $66 million would not be reportable on or after the effective date. The adjustments will also affect various exemptions under the HSR rules. For example, acquisitions of foreign assets and voting securities of foreign issuers will now be exempt unless they generated U.S. sales in excess of $66 million, or in the case of foreign voting securities, the issuer has assets in the United States valued in excess of $66 million…” Read on>>

Federal Trade Commission Revises Hart-Scott-Rodino Thresholds (by Wilson Sonsini Goodrich & Rosati):

“The new “size-of-person” thresholds will be $131.9 million in total assets or net revenues (up from $126.9 million) for one person (acquiring or acquired), and $13.2 million in total assets or net revenues for the other person (up from $12.7 million).

If the transaction value exceeds $263.8 million (up from $253.7 million), the size-of-person threshold no longer applies, and a transaction is subject to HSR solely on the basis of the value of voting securities or assets to be acquired…” Read on>>

Antitrust Alert: New HSR Thresholds for 2011 (by Fenwick & West):

“Filing fee thresholds also have been adjusted: (i) $45,000 for transactions below $131.9 million, (ii) $125,000 for transactions of $131.9 million or more but below $659.5 million, and (iii) $280,000 for transactions of $659.5 million or more…” Read on>>

New HSR Filing Thresholds for 2011 (by Morrison & Foerster):

“The FTC also announced the revised thresholds for Section 8 of the Clayton Act that prohibits, with certain exceptions, interlocking directorates where one person serves as a director or officer of two competing corporations if two thresholds are met. Under the revised thresholds, effective when published in the Federal Register, Section 8 may apply when each of the competing corporations has capital, surplus, and undivided profits aggregating more than $26,867,000 and each corporation’s competitive sales are at least $2,686,700…” Read on>>


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