HSR Reporting Threshold To Increase To $53.1 Million

Companies considering mergers or acquisitions should be aware of changes announced by the Federal Trade Commission (FTC) that will affect their obligation to file reports notifying the federal antitrust agencies of such transactions. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), certain persons acquiring or selling securities or assets must file a Premerger Notification and Report Form with the FTC and the Antitrust Division of the Department of Justice (DOJ) and delay consummation of the deal until the expiration of a waiting period. That waiting period normally lasts 30 days (15 days for a tender offer), but may vary depending on several circumstances. The agencies use the information in these forms to determine whether to challenge the transaction under the antitrust laws. On January 25, 2005, the FTC, with DOJ’s concurrence, announced changes that will affect these reporting obligations.