FTC Announces New Hart-Scott-Rodino Thresholds

January 24, 2014

The Federal Trade Commission has released its annual adjustments to the Hart-Scott-Rodino Act (HSR) jurisdictional thresholds and the various exemption thresholds in the HSR rules.  All dollar amounts that are subject to annual indexing will increase by nearly 7% over the current adjusted thresholds for transactions closing on or after February 24, 2014.  In addition, the FTC announced revised jurisdictional thresholds under Section 8 of the Clayton Act, which prohibits certain director and management interlocks between competitors.  The new thresholds will be effective until around the same time next year. 

The new minimum size-of-transaction filing threshold under HSR will be $75.9 million (increased from the current $70.9 million adjusted threshold). The $10 million/$100 million size-of-person test will become a $15.2 million/$151.7 million test.  The $200 million transaction value, above which size-of-person tests are inapplicable, becomes $303.4 million.  The key adjustments are summarized as follows:

Many (but not all) of the other dollar amounts appearing in the HSR rules (and particularly in the exemptions) have been similarly adjusted.

The amounts of the filing fees have not changed, but the thresholds that trigger each fee have been increased:

The Federal Trade Commission also announced the revised jurisdictional dollar thresholds applicable to Clayton Act Section 8 prohibitions of interlocking officers or directors on their corporate boards of directors. The revised thresholds are $29,945,000 for Section 8(a)(1) and $2,994,500 for Section 8(a)(2)(A). These new thresholds became effective on January 23, 2014.