Adjusted HSR Premerger Notification Thresholds Take Effect February 25

AntitrustConnect Blog
January 26, 2016

Please refer to this post as: , ‘Adjusted HSR Premerger Notification Thresholds Take Effect February 25’, AntitrustConnect Blog, January 26 2016,

The Federal Trade Commission has revised the thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. The new thresholds take effect February 25, 2016. As of that date, a transaction resulting in an acquiring person holding an aggregate total amount of voting securities and assets of the acquired party of $78.2 million or less (at the time of closing) does not need to be reported under the HSR Act. This is up from $76.3 million. Transactions resulting in excess of $312.6 million (up from $305.1 million) of ownership of assets or voting securities of an acquired person will have to be reported, unless otherwise exempted.

“Size of person” test.Transactions valued in excess of $78.2 million but at $312.6 million or less would still not be reportable unless they satisfy the so-called “size of person” test. This test will require one side of the transaction to have sales or assets in excess of $156.3 million and the other $15.6 million, as of February 25, 2016.

Filing Fees. While the filing fees are not adjusted for inflation, the filing fee thresholds are revised annually. As of February 25, 2016, a $45,000 filing fee is required for transactions valued at less than $156.3 million. Transactions valued at $156.3 million or greater but less than $781.5 million require a $125,000 fee. Transactions valued at $781.5 million or greater require a $280,000 fee.

Interlocking Directorates. The agency also revised the monetary thresholds that trigger a prohibition preventing companies from having interlocking memberships on their corporate boards of directors, pursuant to Section 8 of the Clayton Act. Those took effect on January 26, 2016.

Under the new thresholds, a person is prohibited from simultaneously serving as a director or officer in any two competing corporations where each of the corporations has capital, surplus, and undivided profits aggregating more than $31.841 million (Clayton Act, Sec. 8(a)(1)), but would not apply where the competitive sales of either corporation is less than $3,184,100 or less than 2% of its total sales or where the competitive sales of each corporation are less than 4% of its total sales (Clayton Act, Sec. 8(a)(2)(A)).