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FTC Announces New (Lower) HSR and Section 8 Thresholds

Client Alert | 1 min read | 01.19.10

As if we needed any further evidence of the economic crisis of the past year, for the first time in history the Federal Trade Commission announced today that it would lower the jurisdictional thresholds applicable to both the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") and Section 8 of the Clayton Act. These dollar thresholds are indexed annually based on changes in the U.S. gross national product.

The HSR Act requires that certain large transactions be notified prior to their consummation. This year, the minimum size-of-transaction threshold for reporting mergers and acquisitions will decrease from $65.2 million to $63.4 million. In addition, the size-of-person thresholds, the filing fee thresholds and the thresholds applicable to certain exemptions will also decrease. These revisions will become effective thirty days after their publication in the Federal Register.

The FTC also issued revised thresholds relating to the prohibition of certain interlocking directorates under Section 8 of the Clayton Act. These revisions take effect immediately.

Click to read a full copy of the Commission's announcement, including all of the revised thresholds.

Insights

Client Alert | 4 min read | 07.02.25

FTC Orders Divestitures in Retail Fuel Outlet Deal and Signals a Return to More Standard Remedy Discussions

Merger consent orders are back at the FTC, and the FTC’s most recent action showcases how the current leadership is analyzing divestiture proposals. Last week, the FTC approved a proposed consent agreement in Alimentation Couche-Tard Inc.’s (ACT) acquisition of retail fuel outlets from Giant Eagle, Inc. that paired standard retail divestitures with a “prior notice” requirement that ACT notify the agency of future acquisitions in certain markets regardless of size. This FTC has signaled greater acceptance of remedies than the prior administration, and this most recent consent puts that on display, with Commissioner Meador providing merging parties guidance on designing effective remedies....