• Skip to primary navigation
  • Skip to content
  • Skip to primary sidebar

McCarter & English Logo

  • People
  • Services
  • Insights
  • Our Firm
    • Leadership Team
    • Social Justice
    • Diversity, Equity & Inclusion
    • Pro Bono
    • Client Service Values
    • Alumni
  • Join Us
    • Lawyers
    • Summer Associates
    • Patent Professionals
    • Professional Staff
    • Job Openings
  • Locations
    • Boston
    • Philadelphia
    • East Brunswick
    • Indianapolis
    • Stamford
    • Hartford
    • Trenton
    • Miami
    • Washington, DC
    • New York
    • Wilmington
    • Newark
  • Share

Share

Browse Alphabetically:

  • A
  • B
  • C
  • D
  • E
  • F
  • G
  • H
  • I
  • J
  • K
  • L
  • M
  • N
  • O
  • P
  • Q
  • R
  • S
  • T
  • U
  • V
  • W
  • X
  • Y
  • Z
  • All
Bankruptcy, Restructuring & Litigation
Blockchain, Smart Contracts & Digital Currencies
Business Litigation
Cannabis
Coronavirus Resource Center
Corporate
Crisis Management
Cybersecurity & Data Privacy
Delaware Corporate, LLC & Partnership Law
Design, Fashion & Luxury
E-Discovery & Records Management
Energy & Utilities
Environment & Energy
Financial Institutions
Food & Beverage
Government Affairs
Government Contracts & Global Trade
Government Investigations & White Collar Defense
Healthcare
Hospitality
Immigration
Impact Investing
Insurance Recovery, Litigation & Counseling
Intellectual Property
Labor & Employment
Life Sciences
Manufacturing
Products Liability, Mass Torts & Consumer Class Actions
Public Finance
Real Estate
Renewable Energy
Sports & Entertainment
Tax & Employee Benefits
Technology Transactions
Transportation, Logistics & Supply Chain Management
Trusts, Estates & Private Clients
Venture Capital & Emerging Growth Companies
  • Broadcasts
  • Events
  • News
  • Publications
  • View All Insights
Search By:
Insights Publication Magazine Pages
Main image for Hart-Scott-Rodino Thresholds to Increase Effective February 25, 2016
Publications|Alert

Hart-Scott-Rodino Thresholds to Increase Effective February 25, 2016

Antitrust & Trade Regulation Alert

2.9.2016

The Federal Trade Commission (“FTC”) has announced revised thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), that will go into effect on February 25, 2016. The revised thresholds will apply to transactions that close on or after the effective date. The threshold adjustments are the result of the 2000 Amendments to the HSR Act, which require the FTC to adjust the thresholds annually based on the percentage change in the gross national product from the previous year.

The HSR Act governs the reporting of acquisitions and mergers in the United States. Under the Act, and the statutes and rules implementing it, every nonexempt acquisition of assets or voting securities that exceeds certain thresholds under the Size of Transaction and Size of Parties tests must be reported to the FTC and the Department of Justice (“DOJ”), and cannot be consummated until after the expiration of a defined waiting period during which the FTC or DOJ will examine the competitive merits of the transaction and determine whether or not to challenge the consummation of the transaction.

Size of Transaction Test

Under the current Size of Transaction Test, no HSR filing is required unless the acquisition results in an acquiring person holding an aggregate total amount of voting securities and/or assets of the acquired person in excess of $76.3 million. The new threshold will be $78.2 million.

Size of Parties Test

Under the current thresholds, acquisitions valued above $305.1 million are reportable regardless of the size of the parties. The new threshold will be $312.6 million.

Under the current thresholds, acquisitions valued at greater than $76.3 million (to become $78.2 million) but less than or equal to $305.1 million (to become $312.6 million) are reportable only if the Size of Parties Test is met. The current Size of Parties Test is met if the acquiring or acquired person has annual net sales or total assets of $152.5 million or more and another party to the transaction has annual net sales or total assets of $15.3 million or more. The new thresholds will be $156.3 million and $15.6 million respectively.

Filing Fee Thresholds

The thresholds at which the three levels of filing fees attach will be similarly increased, although the filing fees themselves will remain the same. The new thresholds for determining the applicable filing fee will be as follows:

FeeSize of Transaction
$45,000 If the size of transaction is valued
at more than $78.2 million, but less
than $156.3 million.
$125,000If the size of transaction is valued
at $156.3 million or more, but less
than $781.5 million.
$280,000 If the size of transaction is valued
at $781.5 million or more.

Exemptions

The revised thresholds will also result in corresponding adjustments to the thresholds used for determining the applicability of certain exemptions under the HSR Act. For example, the current $76.3 million threshold applicable to foreign assets and foreign voting securities will be raised to $78.2 million.

sidebar

pdfemail

Related People

Media item: Ward C. Laracy
Ward C. Laracy

Partner

Related Services

Antitrust
Subscribe to our Insights
McCarter & English, LLP
Copyright © 2023 McCarter & English, LLP. All Rights Reserved.
  • Login
  • Attorney Advertising
  • Privacy
  • Awards Methodology
  • Contact
  • Subscribe
  • Sitemap

The McCarter & English, LLP website is for informational purposes only. We do not provide legal advice on this website. We can provide legal advice only to our clients in specific inquiries that they address to us. If you are interested in becoming a client, please contact us, but do not send any information about your specific legal question. We cannot serve as your lawyers until we establish an attorney-client relationship, which can occur only after we follow procedures within our firm and after we agree to the terms of the representation.

Accept Cancel