Yesterday the Federal Trade Commission announced
the Hart-Scott-Rodino ("HSR") Act thresholds that will
apply to transactions closing on or after February 11, 2013.
The Commission also announced
revised jurisdictional thresholds that trigger the prohibition on
interlocking directorates under Section 8 of the Clayton Act, which
will take effect immediately upon publication in the
Federal Register. These thresholds are revised annually
to reflect changes in the gross national product.
New HSR thresholds
Size-of-Transaction Threshold. An HSR filing may be
required if the acquirer will hold, as a result of the transaction,
voting securities, non-corporate interests and assets of the
acquired person valued in excess of $70.9 million. If the
Size-of-Transaction is between $70.9 million and $283.6 million,
the transaction also must satisfy the Size-of-Persons
threshold. Transactions valued in excess of $283.6 million
may require a filing without regard to the Size-of-Person
threshold.
Size-of-Person Threshold. If the value of
the securities, non-corporate interest and assets held as a result
of a transaction is between $70.9 million and $283.6 million, the
transaction must be reported in most cases if either the acquired
or acquiring person has annual net sales or total assets of at
least $141.8 million and the other party to the transaction has at
least $14.2 million in annual net sales or total assets.
New Interlocking Directorates Thresholds
Section 8 of the Clayton Act prohibits the same person from serving as an officer or director of competing corporations if the statutory thresholds are met. Based on the revised thresholds, competitor corporations are covered by Section 8 if each one has capital, surplus, and undivided profits aggregating more than $28,883,000 (Section 8(a)(1)), except that no corporation is covered if the competitive sales of either are less than $2,888,300 (Section 8(a)(2)(A)).
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