Effective February 12, 2009: Revised Thresholds under the Hart-Scott Rodino Antitrust Improvements Act of 1976

Certain threshold limits under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (HSR Act) will be increased, effective February 12, 2009.

The Federal Trade Commission (FTC) is required to revise the thresholds annually based on the change in gross national product.

Basic Filing Thresholds

The HSR Act requires parties that meet the HSR Act's size-of-person thresholds to submit premerger notification filings with the FTC and the Department of Justice before completing proposed stock or asset acquisitions exceeding the HSR Act's size-of-transaction threshold. The thresholds have been revised as follows:

• Size of Person. Either the acquiring or acquired person must have total assets or annual net sales of $130.3 million or more and the other party must have total assets or annual net sales of $13 million or more. If the acquired person is the $13 million entity and is not engaged in manufacturing, the test looks only to the total assets of the acquired person, not annual net sales. Annual net sales are determined by looking at the last regularly prepared annual statement of income and expense and assets are determined by looking at the last regularly prepared balance sheet.  If the value of the assets or voting securities being acquired exceeds $260.7 million, this test is deemed to be automatically met, regardless of the actual size of the parties.
• Size of Transaction. This test is met if more than $65.2 million of assets or voting securities of the acquired person will be held as a result of the transaction.
  

Various other thresholds under the HSR Act have been adjusted as well. 

Certain exemptions may apply and certain other aspects of the rules should be considered if it appears filings are required, or the parties are close to meeting the above thresholds. 

Filing Fees

The act imposes a filing fee on each acquiring person who is required to file, based on the size of the transaction, as follows:

Size of Transaction	Filing Fee
Less than $130.3 million	$45,000
$130.3 million or more but less than $651.7 million	$125,000
$651.7 million or more	$280,000

Penalties

The penalty for failure to comply with the HSR Act has been increased from $11,000 per day to $16,000 per day.