FTC Announces New Thresholds for 2016

Goodwin
Contact

Each year, the Federal Trade Commission (“FTC”) adjusts the reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) based on changes in gross national product. On January 21, 2016, the FTC announced the revised thresholds. Below are the current and new thresholds: 

Test 2015
Threshold
 **NEW**
Adjusted 2016 Threshold

Size-of-Transaction  

$76.3 million  

$78.2 million 
Size-of-Person as Measured by Annual Net Sales or Total Assets  $15.3 million for one party
AND
$152.5 million for the other party 
$15.6 million for one party
AND
$156.3 million for the other party
Size-of-Transaction Threshold at Which Size-of-Person Test No Longer Applies $305.1 million  $312.6 million

The practical effect of this change is that transactions valued in excess of $78.2 million will be subject to the reporting and waiting requirements of the HSR Act. In general, the size-of-parties test will be satisfied only if one party to the transaction has annual net sales or total assets of $156.3 million or more and the other party has annual net sales or total assets of $15.6 million or more.

The interlocking directorate thresholds under Section 8 of the Clayton Act have also been adjusted to account for changes in the gross national product. Section 8 may preclude a person from serving as an officer or director of two competing corporations when (1) each of the competing corporations has capital, surplus, and undivided profits aggregating more than $31,841,000, and (2) each corporation’s competitive sales are at least $3,184,100.

The current premerger filing fee schedule is:

  • $45,000 for transactions valued in excess of $78.2 million but less than $156.3 million
  • $125,000 for transactions valued at $156.3 million or greater but less than $781.5 million
  • $280,000 for transactions valued at $781.5 million or more

 

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

© Goodwin

Written by:

Goodwin
Contact
more
less

PUBLISH YOUR CONTENT ON JD SUPRA NOW

  • Increased visibility
  • Actionable analytics
  • Ongoing guidance

Goodwin on:

Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide
- hide