New Hart-Scott-Rodino Filing Thresholds for 2019

The Federal Trade Commission has announced new thresholds for premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The new thresholds go into effect April 3, 2019.

The HSR notification requirements apply to transactions that satisfy the "size of transaction" and "size of person" thresholds, and the thresholds are adjusted annually based on changes in gross national product.

The size of transaction threshold will increase to $90 million from $84.4 million. No HSR notification will be required if the value of voting securities or assets held as a result of the transaction, as calculated under the HSR rules, is below that threshold.

The size of person threshold will also increase. It generally requires that one party have sales or assets of at least $180 million (previously $168.8 million), and the other party have sales or assets of at least $18 million (previously $16.9 million). Transactions valued above $359.9 million (previously $337.6 million), however, require an HSR notification without regard to the sales or assets of the parties.

The maximum civil penalty for HSR violations has also increased to $42,530 per day (previously $41,484).

Even if a transaction is reportable based on these thresholds, it may qualify for an HSR Act exemption. In addition, non-reportable transactions are still subject to antitrust scrutiny, and both the FTC and DOJ have challenged transactions falling below the HSR thresholds in recent years.

The HSR requirements and merger-related antitrust issues can be complex. Robinson Bradshaw attorneys are well-versed in these areas and are available to guide clients through the HSR reporting process and any government investigation that may follow an HSR filing. Contact the authors for more information.