The annual adjustment of the dollar thresholds for preacquisition filings under the Hart-Scott-Rodino Act will take effect February 24. All transactions closing on or after the effective date will be governed by the new thresholds.
Under the new thresholds, the parties to an acquisition or merger will in most cases need to file pre-acquisition notifications with the FTC and the Department of Justice and observe the Act's waiting periods before closing if the transaction will result in either of the following:
Meeting any one of the following three subtests satisfies the "size-of-person" test:
For the purposes of applying the thresholds, "person" means the ultimate parent entity of the party engaged in the transaction.
Note that certain exemptions may apply depending on the nature of the transaction and the nature and location of the assets and entities involved. Consequently, additional analysis is often required before making a final determination regarding the need for a filing.
Filing fee thresholds also have been adjusted: (i) $45,000 for transactions below $131.9 million, (ii) $125,000 for transactions of $131.9 million or more but below $659.5 million, and (iii) $280,000 for transactions of $659.5 million or more.
For further information, please contact:
Mark S. Ostrau
Partner, Technology Transactions Group
Co-Chair, Antitrust and Unfair Competition Group
This update is intended by Fenwick & West LLP to summarize recent developments in the law. It is not intended, and should not be regarded, as advertising, solicitation, legal advice or opinion. Readers who have particular questions about these issues should seek advice of counsel.
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