February 1, 2021
On Feb. 1, 2021, the Federal Trade Commission (FTC) announced it is publishing revised reporting thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). For the first time in a decade, the filing thresholds declined.
The HSR Act imposes two important obligations on parties to certain mergers. If a merger exceeds thresholds under the HSR Act, parties to the merger generally must first file a premerger notification with the FTC and the Antitrust Division of the U.S. Department of Justice, and then let a waiting period expire before consummating the merger. The law also requires the FTC to revise those thresholds each year in accordance with changes in the gross national product.
The new, lower thresholds for 2021, which take effect 30 days after publication in the Federal Register, are as follows:
In its announcement, the FTC also revised thresholds for filing fees. Although the fee amounts remain the same, the commission did lower the thresholds for those fees. For 2021, the filing-fee thresholds are as follows:
McGuireWoods’ Antitrust, Trade & Commercial Litigation Department has substantial experience in mergers and acquisitions, and it can help you determine how these new rules will affect the reportability of any potential transaction under the HSR Act.