Hart-Scott-Rodino Annual Increases Announced; New Thresholds To Go Into Effect In Late February
On January 27, 2020, the U.S. Federal Trade Commission ("FTC") announced in the Federal Register that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be raised about 4.4 percent from the 2019 levels. As a result, the HSR minimum size-of-transaction threshold will be raised to US$94.0 million from US$90.0 million. Transactions valued above the old threshold of US$90.0 million but below the new US$94.0 million threshold will no longer require an HSR filing. The dollar thresholds that determine the applicable filing fee will also be revised accordingly.
The HSR changes will become effective on February 27, 2020 (30 days after the official publication date in the Federal Register). The new HSR thresholds will apply to transactions that close on or after that date. Thus, the revised HSR thresholds will return to having their usual effective date in late February, in contrast to the significant delay in 2019 caused by the government shutdown.
The FTC also recently 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 became effective on January 21, 2020, the date of publication in the Federal Register.