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ARTICLE · 22 JANUARY 2013

U.S. Merger Notification And Interlocking Directorates Thresholds Announced For 2013

Jones Day
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Yesterday the Federal Trade Commission announced the Hart-Scott-Rodino ("HSR") Act thresholds that will apply to transactions closing on or after February 11, 2013.

United StatesAntitrust/Competition Law
Tom Smith
Tom Smith
Bevin Newman
Bevin Newman
Pamela Taylor
Pamela Taylor
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Yesterday the Federal Trade Commission announced the Hart-Scott-Rodino ("HSR") Act thresholds that will apply to transactions closing on or after February 11, 2013.  The Commission also announced revised jurisdictional thresholds that trigger the prohibition on interlocking directorates under Section 8 of the Clayton Act, which will take effect immediately upon publication in the Federal Register.  These thresholds are revised annually to reflect changes in the gross national product.

New HSR thresholds

Size-of-Transaction Threshold.  An HSR filing may be required if the acquirer will hold, as a result of the transaction, voting securities, non-corporate interests and assets of the acquired person valued in excess of $70.9 million.  If the Size-of-Transaction is between $70.9 million and $283.6 million, the transaction also must satisfy the Size-of-Persons threshold.  Transactions valued in excess of $283.6 million may require a filing without regard to the

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