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Mergers & Acquisitions/Antitrust ADVISORY n
JANUARY 27, 2016
FTC Revises Thresholds for HSR Filings and Interlocking Directorates
On January 21, 2016, the Federal Trade Commission (FTC) announced its annual adjustment of the jurisdictional thresholds for
pre-merger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) and for interlocking
directorates under Section 8 of the Clayton Act. The revisions account for changes in the level of the U.S. gross national product
and constitute an increase of about 2.5 percent.
HSR Act Pre-Merger Notification Thresholds
The HSR Act requires companies contemplating mergers or acquisitions of voting securities or assets that meet or exceed certain
monetary thresholds to file notification forms with the FTC and Department of Justice and to wait a designated period of time
before consummating the contemplated transaction. The new thresholds will go into effect for transactions closing on or after
February 25, 2016. For transactions closing on or after this date, companies generally will need to comply with the HSR Act premerger notification and waiting period requirements if the following is true:
1. The size of the transaction (as defined by the HSR Act and applicable regulations) is more than $312.6 million; or
2. The size of the transaction is more than $78.2 million, the total assets or annual net sales of one party to the transaction
(as defined by the HSR Act and applicable regulations) equal $156.3 million or more, and the total assets or annual
net sales of the other party to the transaction equal $15.6 million or more.
Although the HSR Act filing fee amounts will not increase, these adjustments do affect the filing fee schedule as follows:
Size of the Transaction
Filing Fee
More than $78.2 million, but less than $156.3 million
$45,000
$156.3 million or more, but less than $781.5 million
$125,000
$781.5 million or more
$280,000
These adjustments constitute the primary changes to the HSR Act regulations adopted by the FTC on January 21, 2016. Additional
regulations governing the methodology for calculating the size of party and size of transaction tests, as well as exemptions from
the HSR Act, remain unchanged.
Interlocking Directorates Thresholds
Section 8 of the Clayton Act prohibits, with certain exceptions, one person from serving as a director or officer of two competing
corporations. Under the FTC’s revised Section 8 thresholds, which became effective upon publication in the Federal Register on
January 26, 2016, a person may not serve as a director or officer of two competing corporations if each corporation has capital,
surplus and undivided profits aggregating more than $31,841,000, unless one or more of the corporations has competitive sales
under $3,184,100 or other exceptions apply.
This advisory is published by Alston & Bird LLP to provide a summary of significant developments to our clients and friends. It is intended
to be informational and does not constitute legal advice regarding any specific situation. This material may also be considered attorney
advertising under court rules of certain jurisdictions.
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If you have any questions or would like additional information, please contact your Alston & Bird attorney or any of the following:
Select Members of Alston & Bird’s Antitrust Group
Randall L. Allen
404.881.7196
randall.allen@alston.com
Matthew D. Kent
404.881.7948
matthew.kent@alston.com
Jason Rottner
404.881.4527
jason.rottner@alston.com
Adam J. Biegel
202.239.3692
adam.biegel@alston.com
Austin L. Lomax
404.881.7840
austin.lomax@alston.com
John M. Snyder
202.239.3960
john.snyder@alston.com
Teresa T. Bonder
404.881.7369
teresa.bonder@alston.com
Max P. Marks
404.881.7853
max.marks@alston.com
Valarie C. Williams
404.881.7631
valarie.williams@alston.com
Select Members of Alston & Bird’s Mergers & Acquisitions Group
David E. Brown, Jr.
202.239.3345
david.brown@alston.com
C. Mark Kelly
704.444.1075
mark.kelly@alston.com
Scott Ortwein
404.881.7936
scott.ortwein@alston.com
Dennis Garris
202.239.3452
dennis.garris@alston.com
Mark McElreath
212.210.9595
mark.mcelreath@alston.com
Lee R. Rimler
704.444.1073
lee.rimler@alston.com
Justin R. Howard
404.881.7758
justin.howard@alston.com
Teri Lynn McMahon
404.881.7266
teri.mcmahon@alston.com
H. Bryan Ives III
704.444.1002
bryan.ives@alston.com
Lior O. Nuchi
650.838.2062
lior.nuchi@alston.com
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