1. Larger Jurisdictional Thresholds For HSR Filings
On January 22, 2024, the Federal Commerce Fee introduced revised, greater thresholds for premerger filings below the Hart-Scott-Rodino Antitrust Enhancements Act of 1976 (HSR Act). The jurisdictional thresholds are revised yearly, based mostly 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 might be topic to the brand new thresholds.
The HSR Act notification necessities apply to transactions that fulfill the desired “dimension of transaction” and “dimension of individual” thresholds. The important thing adjusted thresholds are summarized within the following chart:
| Dimension of Transaction Check | Notification is required if – the buying individual 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 Dimension of Particular person take a look at; OR – the buying individual 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 Dimension of Particular person take a look at. |
| Dimension of Particular person Check | Typically, one “individual” to the transaction will need to have a minimum of $239 million in whole belongings or annual web gross sales, and the opposite will need to have a minimum of $23.9 million in whole belongings or annual web gross sales. |
The above descriptions are common tips solely. Figuring out if a transaction meets the thresholds may be advanced and making use of the thresholds could fluctuate relying on the actual transaction. Events participating in transactions which will meet the thresholds or in sequence of transactions ought to seek the advice of counsel.
The adjusted submitting charges might be based mostly on the brand new thresholds as follows:
| Submitting charge | Dimension of Transaction |
| $30,000 | Better 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. Larger Thresholds For the Prohibition In opposition to Interlocking Directorates
New greater thresholds relevant to the prohibition in Part 8 of the Clayton Act in opposition to interlocking directorates turned efficient on January 12, 2024. Part 8 prohibits, with sure exceptions, one individual 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 coated by Part 8 if every one has capital, surplus and undivided earnings 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.
