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

McCarter & English Logo

  • People
  • Services
  • Insights
  • Our Firm
    • Leadership Team
    • Social Justice
    • Diversity & Inclusion
    • Pro Bono
    • Client Service Values
  • Join Us
    • Lawyers
    • Summer Associates
    • Patent Professionals
    • Professional Staff
    • Job Openings
  • Locations
    • Boston
    • Philadelphia
    • East Brunswick
    • Stamford
    • Hartford
    • Trenton
    • Newark
    • Washington, DC
    • New York
    • Wilmington
  • 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
Government Affairs
Government Contracts & Global Trade
Government Investigations & White Collar Defense
Healthcare
Immigration
Impact Investing
Insurance Recovery, Litigation & Counseling
Intellectual Property
Labor & Employment Law
Life Sciences
Manufacturing
Products Liability, Mass Torts & Consumer Class Actions
Proptech
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:
Services DE Law Columns
Main image for Hart-Scott-Rodino Thresholds to Increase Effective February 27, 2020
Publications|Alert

Hart-Scott-Rodino Thresholds to Increase Effective February 27, 2020

Antitrust Alert

1.31.2020

Transactions that close on or after February 27, 2020, will be subject to revised thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). The threshold adjustments are the result of the 2000 Amendments to the HSR Act, which require the Federal Trade Commission (FTC) to adjust the thresholds annually based on the percentage change in the gross national product from the previous year.

Background

The HSR Act governs the reporting of acquisitions and mergers in the United States. Under the HSR Act, and the statutes and rules implementing it, every non-exempt acquisition of assets or voting securities that exceed 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 $90 million. The new threshold will be $94 million.

Size of the Parties Test

Under the current thresholds, acquisitions valued above $359.9 million are reportable regardless of the size of the parties. The new threshold will be $376 million.

Under the current thresholds, acquisitions valued at greater than $90 million (to become $94 million) but less than or equal to $359.9 million (to become $376 million) are reportable only if the Size of Parties is met. The current Size of Parties Test is met if the acquiring or acquired person has annual net sales or total assets of $180 million or more and another party to the transaction has annual net sales or total assets of $18 million or more. The new thresholds will be $188 million and $18.8 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
$45,000If the size of transaction is valued at more than $94 million, but less than $188 million.
$125,000If the size of transaction is valued at $188 million or more, but less than $940.1 million.
$280,000If the size of transaction is valued at $940.1 million or more.

Exemptions

The revised thresholds will also result in corresponding increases to the thresholds used for determining the applicability of many exemptions under the HSR Act, including those govern foreign acquisitions.

Penalties

Parties that fail to file and observe the waiting period before closing in accordance with the HSR Act may be required to pay civil penalties up to $43,280 per day, retroactive to the date of the violation.

sidebar

pdfemail

Related People

Media item: Richard Hernandez
Richard Hernandez

Partner

Related Services

Antitrust
Subscribe to our Insights
McCarter & English, LLP
Copyright © 2021 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