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FTC Increases “Interlocking Directorate” Thresholds 01/22/2013

Posted by Morse, Barnes-Brown Pendleton in Legal Developments.
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Corporate Attorney Carl BarnesBy: Carl Barnes

Thresholds for interlocking directorates increased as of January 14, 2013, upon publication of the new thresholds by Federal Trade Commission in the Federal Register. Section 8 of the Clayton Act, 15 U.S.C. §19, generally prohibits one person from serving as a director or officer of two competing corporations if two thresholds are met. Effective upon publication, competitive corporations are covered by the law if each one has capital, surplus and undivided profits aggregating more than $28,883,000 (increased from $27,784,000), unless the competitive sales of either corporation are less than $2,883,300 (increased from $2,778,400).

For more information on this topic, please contact Carl Barnes.

Hart-Scott-Rodino Jurisdictional Thresholds Increase 01/22/2013

Posted by Morse, Barnes-Brown Pendleton in Legal Developments.
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Corporate Attorney Carl BarnesBy: Carl Barnes

Key jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. §18A, will increase as of February 11, 2013, 30 days after the Federal Trade Commission‘s publication of the new thresholds in the Federal Register. Meeting one or more of the jurisdictional thresholds means that certain acquisitions of assets and/or voting securities are subject to pre-closing antitrust scrutiny by the FTC and/or the US Department of Justice. The pre-merger notification provisions of the HSR Act were added to the Clayton Antitrust Act in 1976, and have been adjusted annually since 2005 based on changes in the U.S. gross domestic product.

Effective February 11, the “size of the transaction” threshold, originally set at $50 million, will increase from $68.2 million to $70.9 million; and the “size of the person” threshold, originally met if one party to the transaction has assets or annual sales of $10.0 million and another party has assets or annual sales of $100.0 million, will increase to from $13.6 million to $14.2 million, and from $136.4 million to $141.8 million, respectively. Both jurisdictional thresholds must be met in order to subject the transaction to the pre-merger filing requirements of HSR. However, if the size of the transaction exceeds $283.6 million, the transaction will be subject to HSR regardless of the size of the persons.

The filing fees payable under HSR have not increased, but the fees are now payable only when the new thresholds are reached: the fee will be $45,000 for transactions valued at more than $70.9 million but less than $141.8 million; $125,000 for transactions valued at more than $141.8 million but less than $709.1 million; and $280,000 for transactions valued at $709.1 million or more.

Is your transaction too small to worry? Maybe not. The FTC and the Department of Justice have – and regularly use – authority to investigate transactions that did not meet the jurisdictional requirements for pre-merger scrutiny. Remedies available to the government include forcing parties to unwind closed transactions or to divest of certain companies or product lines, civil fines and possibly criminal penalties. Practitioners should, therefore, always think twice about whether a given transaction might be viewed as anticompetitive, even if HSR’s jurisdictional thresholds are not met.

For more information on this topic, please contact Carl Barnes.

FTC Increases “Interlocking Directorate” Thresholds 02/07/2012

Posted by Morse, Barnes-Brown Pendleton in Legal Developments.
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Corporate Attorney Carl BarnesBy: Carl Barnes

Thresholds for interlocking directorates increased as of January 27 2012, upon publication of the new thresholds by Federal Trade Commission in the Federal Register. Section 8 of the Clayton Act, 15 U.S.C. §19, generally prohibits one person from director or officer of two competing corporations if two thresholds are met. Effective January 27, competitive corporations are covered by the law if each one has capital, surplus and undivided profits aggregating more than $27,784,000 (increased from $26,867,000), unless the competitive sales of either corporation are less than $2,778,400 (increased from $2,686,700).

Please contact Carl Barnes for more information.

Hart-Scott-Rodino Jurisdictional Thresholds Increase 02/06/2012

Posted by Morse, Barnes-Brown Pendleton in Legal Developments.
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Corporate Attorney Carl BarnesBy: Carl Barnes

Key jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.SC. §18A, will increase as of February 27, 2012, 30 days after the Federal Trade Commission‘s publication of the new thresholds in the Federal Register. Meeting one or more of the jurisdictional thresholds means that certain acquisitions of assets and/or voting securities are subject to pre-closing antitrust scrutiny by the FTC and/or the US Department of Justice. The pre-merger notification provisions of the HSR Act were added as to the Clayton Antitrust Act in 1976, and have been adjusted annually since 2005 based on changes in the U.S. gross domestic product.

Effective February 27, the “size of the transaction” threshold, originally set at $50 million, will increase from $66.0 million to $68.2 million; and the “size of the person” threshold, originally met if one party to the transaction has assets or annual sales of $10.0 million and another party has assets or annual sales of $100.0 million, will increase to from $13.2 million to $13.6 million, and from $131.9 million to $136.4 million, respectively. Both jurisdictional thresholds must be met in order to subject the transaction to the pre-merger filing requirements of HSR. However, if the size of the transaction exceeds $272.8 million, the transaction will be subject to HSR regardless of the size of the persons. Filing fees payable under HSR have not increased, but the fees will based on the new thresholds.

For more information, please contact Carl Barnes.

FTC Increases “Interlocking Directorate” Thresholds 02/24/2011

Posted by Morse, Barnes-Brown Pendleton in Legal Developments.
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Corporate Attorney Carl BarnesBy Carl Barnes

Thresholds for interlocking directorates will increase as of February 25, 2011, 30 days after the Federal Trade Commission’s publication of the new thresholds in the Federal Register. Section 8 of the Clayton Antitrust Act generally prohibits one person from serving as a director or officer of two competing corporations if two thresholds are met. Effective February 25, competitive corporations will be covered by the law if each one has capital, surplus and undivided profits aggregating more than $26,867,000 (increased from $25,841,000), unless the competitive sales of either corporation are less than $2,686,700 (increased from $2,584,100).

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