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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.

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