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Revised HSR Thresholds 2017 01/27/2017

Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate, M&A.
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On January 19, 2017, the Federal Trade Commission (FTC) issued its annual press release announcing revised jurisdictional thresholds for 2017 in connection with reportable jmc-headshot-photo-2015-m0846508xb1386transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). These new HSR thresholds will go into effect 30 days after they are published in the Federal Register, which is expected to happen in late February.

For more information about the revised thresholds, read the full post written by corporate attorney Jonathan M. Calla on our M&A Today blog.

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.

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.

Hart-Scott-Rodino Jurisdictional Thresholds Increase 02/23/2011

Posted by Morse, Barnes-Brown Pendleton in Client News.
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Corporate Attorney Carl BarnesBy 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.

For more information, please see the full article.

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