Wednesday, February 3, 2021
On February 2, 2021, the Federal Trade Commission (FTC) published its adjusted reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) in the Federal Register. The revised thresholds, which track with year-over-year changes in gross national product (GNP), represent an approximate 2.13% decrease over last year’s thresholds, and they will become effective for all transactions closing on or after March 4, 2021 (30 days after their initial publication). Reductions in GNP for 2020 relate to economic contractions caused by the global pandemic, but large companies that are still awash with cash may find that more of their deals are subject to premerger notification requirements (and potential antitrust scrutiny) than in previous years.
Key Points - Until recently, the McCarran-Ferguson Act of 1954 made the “business of insurance,” including the business of health insurance, immune from federal antitrust.
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On February 2, 2021, the Federal Trade Commission (FTC) published its adjusted reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) in the Federal Register. The revised thresholds, which track with year-over-year changes in gross national product (GNP), represent an approximate 2.13% decrease over last year’s thresholds, and they will become effective for all transactions closing on or after March 4, 2021 (30 days after their initial publication). Reductions in GNP for 2020 relate to economic contractions caused by the global pandemic, but large companies that are still awash with cash may find that more of their deals are subject to premerger notification requirements (and potential antitrust scrutiny) than in previous years.
February 3, 2021
United States Attorney Robert K. Hur announced today that he will resign his position as the chief federal law enforcement officer for the District of Maryland. The U.S. Attorney’s Office for the District of Maryland is one of the country’s largest and busiest, serving a population of more than six million. Mr. Hur will return to private law practice. Jonathan F. Lenzner, who has served as the First Assistant U.S. Attorney during Mr. Hur’s tenure, will become the Acting U.S. Attorney upon his departure.
Mr. Hur took office on April 9, 2018. He tendered his resignation to the President and the Acting Attorney General today, and will conclude his service as United States Attorney on February 15, 2021.
Baseline HSR threshold now $92 million
The Hart-Scott-Rodino Act requires that parties to certain transactions, including mergers and acquisitions, acquisitions of voting securities, and assets and minority investments, file notifications with the Department of Justice Antitrust Division and the Federal Trade Commission and observe a statutory waiting period if the transaction meets specified size-of-person and size-of-transaction thresholds and does not fall within an exemption.
Filing thresholds under the HSR Act will decrease by approximately 2.1% for 2021, based on the change in the US gross national product (GNP) during 2020. This is the first time since 2010 that the thresholds have fallen, and only the second time since 2004, when the thresholds started to adjust annually.