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FTC Announces Annual Updates to Hart-Scott-Rodino Act

Posted by Lew Segall on 1/27/17 4:34 PM

iStock-458706477.jpgLast week the Federal Trade Commission announced its annual updates to the Hart-Scott-Rodino Act, effective at the end of February. The Hart-Scott-Rodino Act gives the government a chance to review certain transactions for potential antitrust concerns. It requires that the acquirer give notice to the FTC and Department of Justice and imposes a waiting period on the transaction’s closing.

Under the revised thresholds, the Hart-Scott-Rodino requirements apply if either:

  • An acquisition results in the acquiring person holding more than $80.8 million worth of voting securities and assets of the acquired person and the parties meet the “Size-of-Parties” requirements, or
  • An acquisition results in the acquiring person holding more than $323 million worth of voting securities and assets of the acquired person, notwithstanding the parties’ sizes.

For transactions valued in excess of $80.8 million up to $323 million, the Hart-Scott-Rodino requirements apply if the Size-of-Parties test is met, which includes transactions involving one party with annual net sales or total assets of $161.5 million or more and another party that has $16.2 million or more in annual net sales or total assets. If the acquired person is not engaged in manufacturing, the $16.2 million test is calculated only with regard to total assets, rather than annual net sales.

Certain exceptions may apply.

The Hart-Scott-Rodino filing fees have also been updated:

Filing Fee

Size of Transaction

$45,000

Below $161.5 million

$125,000

$161.5 million - $807.5 million

$280,000

$807.5 million or more


Contact:
Lew Segall, [email protected], 617-338-2807
Zach Altman, [email protected], 617-338-2968 

Topics: Department of Justice, FTC, antitrust

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The M&A Magnifier uncovers trends and provides commentary on recent events in the M&A industry. Our blog pays special attention to tax issues, which are often of paramount importance to M&A deals.

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