Firm Memoranda

HSR Pre-Merger Reporting Threshold Increased to $65.2 Million

Date: 01/13/09

The thresholds for the premerger reporting of proposed acquisitions to United States antitrust authorities under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR Act"), will be increased effective February 12, 2009. (1) The minimum size-of-transaction threshold will be $65.2 million. (2) In addition, the civil penalties for premerger filing notification violations under the HSR Act will be increased from $11,000 to $16,000 per day effective February 9, 2009. (3)

The HSR Act requires all persons contemplating certain mergers or acquisitions of voting securities or assets, which meet or exceed the size-of-transaction and size-of-person thresholds in the Act, to notify the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice and observe a waiting period before completing such transactions. Pursuant to the 2000 amendments to the Act, the HSR thresholds are adjusted annually, based on the change in gross national product.

HSR Pre-Merger Reporting Threshold Increased to $65.2 Million (pdf | 109.54 K)