1. Higher Thresholds For HSR Filings

Higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 will become effective on February 24, 2014. The filing thresholds are revised annually, based on the change in gross national product.

The HSR Act notification requirements apply to transactions that satisfy the specified “size of transaction” and “size of person” thresholds. The key adjusted thresholds are summarized in the following chart:

key adjusted thresholds

While the filing thresholds have changed, the filing fees have not, but will be based on the new thresholds as follows: $45,000 for transactions valued at more than $75.9 million but less than $151.7 million; $125,000 for transactions valued at more than $151.7 million but less than $758.6 million; and $280,000 for transactions valued at more than $758.6 million.The above rules are general guidelines only and their application may vary depending on the particular transaction.

2. Higher Thresholds For the Prohibition Against Interlocking Directorates

Higher thresholds for the prohibition in Section 8 of the Clayton Act against interlocking directorates became effective on January 23, 2014. Section 8 prohibits, with certain exceptions, one person from serving as a director or officer of two competing corporations if two thresholds are met. Applying the new thresholds, competitor corporations are covered by Section 8 if each one has capital, surplus and undivided profits aggregating more than $29,945,000, with the exception that the interlock is not prohibited if the competitive sales of either corporation are less than $2,994,500. As with HSR thresholds, the FTC is required to revise Section 8 thresholds annually based on gross national product.