Hart-Scott-Rodino Antitrust Improvements Act

FTC Announces Revised Thresholds for Clayton Act Antitrust Reviews for 2014

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On January 17, the Federal Trade Commission revised the thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under Section 7A of the Clayton Act, the Hart-Scott-Rodino (HSR) Antitrust Improvements Act.  The FTC is required to revise various thresholds set forth in the HSR Act annually, based on the change in gross national product.  For instance, for 2014, the size of transaction threshold for reporting proposed mergers and acquisitions subject to enforcement under Section 7A of the Clayton Act will increase from $70.9 million to $75.9 million. A full listing of current thresholds can be found on the FTC’s website, which will be updated once the revised thresholds are published in the Federal Register.

The revised thresholds under Section 7A will apply to all transactions that close on or after the effective date of the notice, which is 30 days after its publication in the Federal Register.  Full Listing of Current Thresholds.

FTC and DOJ Final Rules on Premerger Notification

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On July 7, the FTC and DOJ adopted final amendments to the Premerger Notification Rules and the Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act. The final amendments, in addition to other changes, require an acquiring company to submit information about “Associates“, the operations or investment decisions of which are commonly managed by the acquiring company. Acquiring companies will be required to report: (i) an Associate with voting securities and non-corporate interests greater than or equal to 5% but less than 50% of (a) the acquired entity and (b) entities having a six-digit NAICS industry code overlapping with the acquired entity; and (ii) the geographic information of any entity controlled by an Associate having a six-digit NAICS industry code overlapping with the acquired entity. The final amendments will be effective 30 days after publication in the Federal Register. FTC Release. FTC Final Rule.