$1.8802 billion
$1.8398 billion
The new thresholds will not affect the amount of filing fees due under the HSR Act. However, applicable fees will be based on the new thresholds, as follows:
HSR Filing Fees
$45,000
$125,000
$280,000
HSR Notification Thresholds Overview
The HSR Act requires premerger notification of transactions that satisfy the “size of transaction” and “size of person” tests and are not otherwise exempt. The thresholds are adjusted annually to reflect changes in the U.S. gross national product. A contracting U.S. economy has led to the unusual downward adjustment of the thresholds for 2021. The new thresholds will become effective on March 4, 2021, through the next annual adjustment expected in Q1 2022.
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Thursday, February 4, 2021
Primary HSR filing threshold will be decreased to $92 million
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As is our annual practice, this alert identifies the adjustments that are likely to be the most relevant to our clients, and reiterates several important practice tips.
The Hart-Scott-Rodino Antitrust Improvements Act of 1976, commonly known as the HSR Act, requires parties to certain transactions to notify the Federal Trade Commission and Department of Justice, and to observe a waiting period prior to completing the transaction. The HSR Act enables antitrust regulators to review transactions, investigate and address potential competitive concerns prior to completion, and carries monetary penalties for failure to comply adjusted for 2021to
Transactions valued at more than $92 million but less than $184 million
$125,000 but less than $500 million
Transactions valued at $184 million or more but less than $919.9 million
$280,000
Transactions valued at $919.9 million or more
Finally, the maximum daily civil penalty for HSR violations has also been adjusted. Unlike the HSR thresholds, however, these have
increased slightly. This is because the civil penalty amount is adjusted annually for inflation (not based on GNP like the HSR thresholds).
The current maximum daily civil penalty for HSR violations is now $43,792 per day (up from $42,530).
Determining the HSR value of a transaction (and, ultimately, whether a transaction is reportable), requires a nuanced analysis of numerous factors. To learn whether your transaction is reportable, or for more information regarding HSR filings in general, please contact the authors.
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The U.S. Federal Trade Commission (FTC) has announced its annual
revisions to the notification and filing fee thresholds of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). Due
to a reduction in U.S. gross domestic product, the HSR Act
thresholds will
decrease from 2020. This is only
the second time, and the first since 2010, that the HSR Act
thresholds are lower than the previous year.
The HSR Act is an antitrust statute that authorizes the FTC and
the Antitrust Division of the Department of Justice (DOJ) to