By Carl Barnes
Key jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 will increase as of February 24, 2011, 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.
Effective February 24, the “size of the transaction” threshold, originally set at $50 million, will increase from $63.4 million to $66.0 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 $12.7 million to $13.2 million, and from $126.9 million to$131.9 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 $263.8 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.
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