HSR Filing Threshold Increases to US$84.4 Million

January 26, 2018

The U.S. Federal Trade Commission (“FTC”) announced on January 26, 2018, that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be raised about 4.4 percent from the 2017 levels. As a result, the HSR minimum size of transaction threshold will be raised to US$84.4 million from US$80.8 million. Transactions valued above the old threshold of US$80.8 million but below the new US$84.4 million threshold will no longer require an HSR filing. The dollar thresholds that determine the applicable filing fee will also be revised accordingly.Simultaneously, the FTC also increased the dollar thresholds under Section 8 of the Clayton Act, which prohibits any person from holding positions as an officer or director of competing corporations engaged in commerce, if the corporations meet certain size thresholds. The new Section 8 thresholds will take effect immediately upon publication in the Federal Register.The HSR changes will become effective 30 days after publication of the new thresholds in the Federal Register. The new HSR thresholds will apply to transactions that close on or after that date. In previous years, the new HSR thresholds have generally become effective in late February.

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