The Federal Trade Commission (“FTC”) announced on January 23 its 2023 jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The thresholds determine whether parties involved in proposed mergers, consolidations or other acquisitions of voting securities, assets or unincorporated interests must notify the FTC and the Antitrust Division of the Department of Justice (“DOJ”) of a proposed transaction and comply with a mandatory waiting period before the transaction can be consummated. The FTC is required to revise HSR Act thresholds annually based on changes in the Gross National Product (“GNP”) and this year’s changes reflect an approximate 10.3% increase. Pursuant to the new Merger Filing Fee Modernization Act, the structure for HSR Act filing fees was overhauled, and there is now in place a six-tier structure. The new thresholds and fees are expected to go into effect on or about February 23, 2023, 30 days after official publication in the Federal Register on January 23, 2023. The FTC also has announced an increase in the maximum civil penalty for non-compliance with the HSR Act, as well as increased thresholds for prohibited interlocking directorates under Section 8 of the Clayton Act. A brief summary of the changes is as follows:
Transactions Valued at:
The above is only a general summary. Any number of exceptions may apply. Please contact us if you have questions or desire additional details.
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