1. Greater Jurisdictional Thresholds For HSR Filings
On January 22, 2024, the Federal Commerce Fee introduced revised, larger thresholds for premerger filings underneath the Hart-Scott-Rodino Antitrust Enhancements Act of 1976 (HSR Act). The jurisdictional thresholds are revised yearly, primarily based on the change in Gross Nationwide Product (GNP).
The brand new thresholds will grow to be efficient 30 days after publication within the Federal Register. Acquisitions that shut on or after the efficient date will likely be topic to the brand new thresholds.
The HSR Act notification necessities apply to transactions that fulfill the desired “measurement of transaction” and “measurement of particular person” thresholds. The important thing adjusted thresholds are summarized within the following chart:
| Dimension of Transaction Check | Notification is required if – the buying particular person will maintain sure property, voting securities, and/or pursuits in non-corporate entities valued at greater than $119.5 million AND the events meet the Dimension of Particular person take a look at; OR – the buying particular person will maintain sure property, voting securities, and/or pursuits in non-corporate entities valued at greater than $478 million – such transactions will not be topic to the Dimension of Particular person take a look at. |
| Dimension of Particular person Check | Usually, one “particular person” to the transaction should have at the very least $239 million in complete property or annual web gross sales, and the opposite should have at the very least $23.9 million in complete property or annual web gross sales. |
The above descriptions are common tips solely. Figuring out if a transaction meets the thresholds could be complicated and making use of the thresholds might differ relying on the actual transaction. Events partaking in transactions which will meet the thresholds or in collection of transactions ought to seek the advice of counsel.
The adjusted submitting charges will likely be primarily based on the brand new thresholds as follows:
| Submitting price | Dimension of Transaction |
| $30,000 | Better than $119.5M to lower than $173.3M |
| $105,000 | $173.3 M to lower than 536.5M |
| $260,000 | $536.5M to lower than $1.073 B |
| $415,000 | $1.073B to lower than $2.146B |
| $830,000 | $2.146B to lower than $5.365B |
| $2,335,000 | Offers valued at $5.365B or extra |
As well as, the utmost civil penalty quantity for premerger submitting notification violations has elevated to $51,744 per day from the date of the violation (e.g., closing a transaction with out submitting and observing the statutory ready interval).
2. Greater Thresholds For the Prohibition Towards Interlocking Directorates
New larger thresholds relevant to the prohibition in Part 8 of the Clayton Act towards interlocking directorates grew to become efficient on January 12, 2024. Part 8 prohibits, with sure exceptions, one particular person from serving as a director or officer of two competing firms if two thresholds are met. Making use of the brand new thresholds, competitor firms are lined by Part 8 if every one has capital, surplus and undivided earnings aggregating to greater than $48,559,000, with the exception that the interlock just isn’t prohibited if the aggressive gross sales of both company are lower than $4,855,900.
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