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FTC Announces Decreased 2021 HSR Filing Thresholds

 |  February 7, 2021

On February 1, 2021, the Federal Trade Commission announced its annual update of thresholds for pre-merger notifications of M&A transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). Pursuant to the statute, the HSR Act’s jurisdictional thresholds are updated annually to account for changes in the gross national product.

The size of transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act will decrease by US$2.0 million, from US$94 million in 2020 to US$92 million for 2021. The new thresholds will take effect on March 4, 2021, applying to transactions that close on or after that date.

The 2021 thresholds triggering prohibitions on certain interlocking directorates on corporate boards of directors are US$37,382,000 for Section 8(a)(l) (size of corporation) and US$3,738,200 for Section 8(a)(2)(A) (competitive sales).  The Section 8 thresholds took effect on January 21, 2021.

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