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US: FTC announces 2016 thresholds under HSR Act and Clayton Act

By  |  January 27, 2016
US: FTC announces 2016 thresholds under HSR Act and Clayton Act

The Federal Trade Commission (the “FTC”) has revised the jurisdictional and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and the Premerger Notification Rules (the “Rules”). The adjustments to the dollar thresholds of the HSR Act and Rules (based on changes in the gross national product) are required by the 2000 amendments to the HSR Act. For 2016, the thresholds will increase as a result of the increase in the GNP. The new thresholds take effect onFebruary 25, 2016 and will apply to transactions that close on or after that date.

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    The HSR Act requires parties intending to merge or to acquire assets, voting securities or certain non-corporate interests to notify the FTC and the Department of Justice, Antitrust Division, and to observe certain waiting periods before consummating the acquisition if certain filing thresholds are met. Notification and Report Forms must be submitted by the parties to a transaction if both the (1) size of transaction and (2) size of parties thresholds are met, unless an exemption from filing applies.

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    1) Size of Transaction:

    The minimum size of transaction threshold is $78.2 million, increased from the2015threshold of $76.3 million.

    2) Size of Parties:

    The size of parties threshold is inapplicable if the value of the transactionexceeds$312.6 million ($305.1 million in 2015). For transactions with a valuebetween$78.2 million and $312.6 million, the size of parties threshold must be metand willbe satisfied in one of the following three ways.

    Full Table: FTC

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