The US Federal Trade Commission has announced that it approved the new jurisdictional thresholds required by the 2000 amendment to the Hart- Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). Under the amendment, the FTC is required to revise the thresholds annually, based on the change in gross national product. The new thresholds will be effective on February 27, 2012 and will affect all transactions closing on or after that date.
The new thresholds will change the applicable tests as follows:
- Increase the minimum size-of-transaction test to $68.2 million, this means acquisitions valued at $68.2 million or less will not be reportable;
- Increase the size-of-transaction test to $272.8 million, this means acquisitions of $272.8 million or more will be reportable unless an exemption applies;
- Increase the size-of-persons test to $13.6 million and $136.4 million, this means that acquisitions of less than $272.8 million are not reportable unless one person has assets or annual net sales of $13.6 million or more and the other person has assets or annual net sales of $136.4 million or more.
The new thresholds for 2012 are set out below. The chart on the next page illustrates the application of the HSR thresholds and lists the filing fee amounts, which remain unchanged.
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Original Threshold |
New Threshold |
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Size of Transaction |
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Size-of-Persons |
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Size-of-Transaction above which Size-of-Person Test Does Not
Apply |
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Notification thresholds: |
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Filing fee thresholds: |
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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
