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FTC Announces New HSR and Section 8 Thresholds

Client Alert | 1 min read | 01.24.22

After seeing the first decrease in the HSR thresholds in over a decade last year, the Federal Trade Commission announced today that it will increase 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 increase from $92 million to $101 million. In addition, the "size-of-person" and filing fee thresholds will also increase. These revised thresholds will become effective thirty days after their publication in the Federal Register.

The Commission also issued revised thresholds relating to the prohibition of certain interlocking directorates under Section 8 of the Clayton Act.

Click here to read a full copy of the Commission's announcement, including a complete listing of the revised thresholds. Click here for a copy of the FTC's announcement and information regarding the Clayton Act, Section 8 thresholds.

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CFIUS Proposes Enhanced Enforcement and Mitigation Rules and Steeper Penalties for Non-Compliance

On April 11, 2024, the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”) announced proposed amendments to its enforcement and mitigation regulations, marking the first substantive update to CFIUS’s mitigation and enforcement provisions since the enactment of the Foreign Investment Risk Review Modernization Act of 2018.  The Committee issued a notice of proposed rulemaking ("NPRM”) that would modify the regulations that apply to certain investments and acquisitions, as well as real estate transactions, by foreign persons as follows:...