January 28, 2020
On January 28, 2020, 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 increase by $4.0 million, from $90.0 million in 2019 to $94.0 million for 2020. The new thresholds will take effect on February 27, 2020.
| Original Threshold | Current Threshold | Revised Threshold |
| $10 million | $18 million | $18.8 million |
| $50 million | $90 million | $94.0 million |
| $100 million | $180 million | $188.0 million |
| $110 million | $198 million | $206.8 million |
| $200 million | $359.9 million | $376.0 million |
| $500 million | $899.8 million | $940.1 million |
| $1 billion | $1,799.5 million | $1,880.2 million |
The maximum fine for violations of the HSR Act has increased from $42,530 per day to $43,280.
The amounts of the filing fees have not changed, but the thresholds that trigger each fee will increase:
| Fee | Size of Transaction |
| $45,000 | Valued at more than $94.0 million but less than $188.0 million |
| $125,000 | Valued at $188.0 million or more but less than $940.1 million |
| $280,000 | Valued at $940.1 million or more |
The 2020 thresholds triggering prohibitions on certain interlocking directorates on corporate boards of directors are $38,204,000 for Section 8(a)(l) and $3,820,400 for Section 8(a)(2)(A). The new Section 8 thresholds took effect on January 21, 2020.
If you have any questions about the new HSR size of transaction thresholds, or HSR and antitrust/competition regulations and rulemaking more generally, please contact any of the partners or counsel listed below.
Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding the HSR Act or antitrust issues raised by business transactions. To learn more about these issues, please contact the Gibson Dunn attorney with whom you work in the firm’s Antitrust and Competition practice group:
Washington, D.C.
D. Jarrett Arp (+1 202-955-8678, [email protected])
Adam Di Vincenzo (+1 202-887-3704, [email protected])
Scott D. Hammond (+1 202-887-3684, [email protected])
Kristen C. Limarzi (+1 202-887-3518, [email protected])
Joshua Lipton (+1 202-955-8226, [email protected])
Richard G. Parker (+1 202-955-8503, [email protected])
Cynthia Richman (+1 202-955-8234, [email protected])
Jeremy Robison (+1 202-955-8518, [email protected])
Andrew Cline (+1 202-887-3698, [email protected])
Chris Wilson (+1 202-955-8520, [email protected])
New York
Eric J. Stock (+1 212-351-2301, [email protected])
Lawrence J. Zweifach (+1 212-351-2625, [email protected])
Los Angeles
Daniel G. Swanson (+1 213-229-7430, [email protected])
Samuel G. Liversidge (+1 213-229-7420, [email protected])
Jay P. Srinivasan (+1 213-229-7296, [email protected])
Rod J. Stone (+1 213-229-7256, [email protected])
San Francisco
Rachel S. Brass (+1 415-393-8293, [email protected])
Dallas
Veronica S. Lewis (+1 214-698-3320, [email protected])
Mike Raiff (+1 214-698-3350, [email protected])
Brian Robison (+1 214-698-3370, [email protected])
Robert C. Walters (+1 214-698-3114, [email protected])