Antitrust Alert: U.S. Federal Trade Commission Increases Merger Notification and Interlocking Directorates Thresholds
The U.S. Federal Trade Commission has issued the 2015 adjustments to the Hart-Scott-Rodino ("HSR") Act thresholds, which are used to determine when a transaction triggers premerger reporting requirements. The new HSR Act thresholds will take effect on February 20, 2015. The Commission also revised the jurisdictional thresholds that trigger the prohibition on interlocking directorates under Section 8 of the Clayton Act, which take effect today. The FTC adjusts all such thresholds based on the change in the gross national product from year to year.
Adjusted HSR jurisdictional 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 $76.3 million. (The 2014 threshold was $75.9 million.) If the Size-of-Transaction is between $76.3 million and $305.1 million, the transaction also must satisfy the Size-of-Person threshold. Transactions valued in excess of $305.1 million may require a filing without regard to the Size-of-Person threshold.
Size-of-Person threshold. A transaction meets the Size-of-Person threshold if either the acquired or acquiring person has annual net sales or total assets of at least $152.5 million and the other party to the transaction has at least $15.3 million in annual net sales or total assets.
New interlocking directorates thresholds
Section 8 of the Clayton Act prohibits a single person from serving as an officer or director of competing corporations if certain thresholds are met. Based on the revised thresholds, competitor corporations are covered by the Section 8 prohibition if each one has capital, surplus, and undivided profits aggregating more $31,084,000 (Section 8(a)(1)). However, no corporation is covered if the competitive sales of either are less than $3,108,400 (Section 8(a)(2)(A)).
The Federal Register notice containing a complete list of these and additional related thresholds contained in the HSR rules (16 C.F.R. Parts 801-803) were published in the Federal Register, and also can be found on the Federal Trade Commission's website.
