Thursday, February 4, 2021
Primary HSR filing threshold will be decreased to $92 million
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As is our annual practice, this alert identifies the adjustments that are likely to be the most relevant to our clients, and reiterates several important practice tips.
The Hart-Scott-Rodino Antitrust Improvements Act of 1976, commonly known as the HSR Act, requires parties to certain transactions to notify the Federal Trade Commission and Department of Justice, and to observe a waiting period prior to completing the transaction. The HSR Act enables antitrust regulators to review transactions, investigate and address potential competitive concerns prior to completion, and carries monetary penalties for failure to comply adjusted for 2021to
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On February 2, 2021, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act. The new thresholds will apply to transactions closing on or after March 4, 2021 (that is, 30 days after publication of the announcement in the Federal Register). This year, for the first time in a decade, the thresholds
decreased. Last month, the FTC also announced adjusted thresholds that trigger prohibitions on certain interlocking memberships on corporate boards of directors, which became effective immediately on publication in the Federal Register. Both sets of thresholds will remain in effect until the 2022 adjustments. In January, the FTC also announced the annual adjustment for maximum daily civil penalties for noncompliance with the HSR Act’s requirements.