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1. Increased Jurisdictional Thresholds For HSR Filings
On January 22, 2024, the Federal Commerce Fee introduced revised, increased thresholds for premerger filings beneath 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 develop into efficient 30 days after publication within the Federal Register. Acquisitions that shut on or after the efficient date shall be topic to the brand new thresholds.
The HSR Act notification necessities apply to transactions that fulfill the required “measurement of transaction” and “measurement of particular person” thresholds. The important thing adjusted thresholds are summarized within the following chart:
| Measurement of Transaction Check | Notification is required if – the buying particular person will maintain sure belongings, voting securities, and/or pursuits in non-corporate entities valued at greater than $119.5 million AND the events meet the Measurement of Particular person take a look at; OR – the buying particular person will maintain sure belongings, voting securities, and/or pursuits in non-corporate entities valued at greater than $478 million – such transactions will not be topic to the Measurement of Particular person take a look at. |
| Measurement of Particular person Check | Usually, one “particular person” to the transaction will need to have not less than $239 million in whole belongings or annual web gross sales, and the opposite will need to have not less than $23.9 million in whole belongings or annual web gross sales. |
The above descriptions are common pointers solely. Figuring out if a transaction meets the thresholds may be advanced and making use of the thresholds could range relying on the actual transaction. Events partaking in transactions that will meet the thresholds or in collection of transactions ought to seek the advice of counsel.
The adjusted submitting charges shall be primarily based on the brand new thresholds as follows:
| Submitting charge | Measurement of Transaction |
| $30,000 | Larger 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. Increased Thresholds For the Prohibition In opposition to Interlocking Directorates
New increased 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 companies if two thresholds are met. Making use of the brand new thresholds, competitor companies are lined by Part 8 if each has capital, surplus and undivided income aggregating to greater than $48,559,000, with the exception that the interlock is just not prohibited if the aggressive gross sales of both company are lower than $4,855,900.
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