HSR Act Filing Threshold, Civil Penalty Maximum, and Interlocking Directorate Threshold Revisions

The Federal Trade Commission (FTC) recently announced revisions to the premerger notification thresholds, the maximum civil penalties for violations of the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, and the interlocking directorate thresholds under Section 8 of the Clayton Act.

Revisions to the HSR Act notification and filing fee thresholds are made annually based on changes in the gross national product and will become effective on February 28, 2018. Under the revisions, the size of transaction threshold will be revised upwards from $80.8 million to $84.4 million. The revised thresholds will apply to transactions consummated on or after the effective date.

The FTC also announced revisions to the maximum civil penalty for HSR Act violations and the thresholds for Section 8 of the Clayton Act for interlocking directorates. As revised, the maximum civil penalties for HSR Act violations increased from $40,654 per day to $41,484 per day and went into effect on January 22, 2018. The revised interlocking directorate thresholds, which went into effect on January 29, 2018, will cover situations where each corporation has capital, surplus, and undivided profits aggregating $34,395,000 or more, unless either corporation has competitive sales of less than $3,439,500.

This Weil Alert summarizes the changes to the HSR notification and filing fee thresholds, maximum civil penalties for HSR Act violations, and the thresholds for interlocking directorates.