FTC Revises HSR, Interlocking Directorate Thresholds

On Jan. 24, 2022, the Federal Trade Commission (FTC) announced the annual changes to the notification thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR), and certain other values under the HSR rules. The new thresholds will become effective Feb. 23, 2022. Companies should review the new changes to ensure they comply with the HSR Act for their 2022 transactions.

As background, the HSR Act requires that acquisitions of voting securities or assets that exceed certain thresholds be disclosed to U.S. antitrust authorities for review before they can be completed. The "size-of-transaction threshold" requires that the transaction exceeds a certain value. Under certain circumstances, the parties involved also have to exceed "size-of-person thresholds." This year's thresholds, which are adjusted annually based on changes in the gross national product (GNP), will increase from 2021 thresholds, reflecting the economy's rebound from the previous