Insights

Antitrust Alert:  2016 Merger Notification Thresholds Take Effect Today

Antitrust Alert: 2016 Merger Notification Thresholds Take Effect Today

The 2016 adjustments to the Hart-Scott-Rodino ("HSR") Act thresholds take effect today, February 25, and will remain in effect through January 2017. The thresholds, used to determine when a transaction triggers premerger reporting requirements and to assess the application of certain exemptions, are adjusted each year by the Federal Trade Commission. The Commission also revises annually the jurisdictional thresholds that trigger the prohibition on interlocking directorates, which took effect on January 26. 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 Act 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 $78.2 million (the 2015 threshold was $76.3 million). If the Size-of-Transaction is between $78.2 million and $312.6 million, the transaction also must satisfy the Size-of-Person threshold. Transactions valued in excess of $312.6 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 $156.3 million and the other party to the transaction has at least $15.6 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 to more than $31.841 million (Section 8(a)(1)). However, no corporation is covered if the competitive sales of either are less than $3.184 million (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) can be found on the Federal Trade Commission's website.

Lawyer Contacts

For more information, please contact your principal Jones Day representative or any of the lawyers listed below.

Bevin M.B. Newman
Washington
+1.202.879.3833
[email protected]

Pamela L. Taylor
Chicago
+1.312.269.4327
[email protected]

Michael H. Knight
Washington
+1.202.879.5553
[email protected]

Jones Day prepares summaries of significant antitrust enforcement, litigation, and policy events as a service to clients and interested readers, to provide timely insight on antitrust and competition law developments relevant to business, but not as legal advice on any specific matter.  Please visit our Publication Request form to add your name to our distribution list.

Jones Day publications should not be construed as legal advice on any specific facts or circumstances. The contents are intended for general information purposes only and may not be quoted or referred to in any other publication or proceeding without the prior written consent of the Firm, to be given or withheld at our discretion. To request reprint permission for any of our publications, please use our "Contact Us" form, which can be found on our website at www.jonesday.com. The mailing of this publication is not intended to create, and receipt of it does not constitute, an attorney-client relationship. The views set forth herein are the personal views of the authors and do not necessarily reflect those of the Firm.

We use cookies to deliver our online services. Details of the cookies and other tracking technologies we use and instructions on how to disable them are set out in our Cookies Policy. By using this website you consent to our use of cookies.