FTC Announces New HSR and Section 8 Thresholds

As if we needed further evidence of the impact of the COVID-19 pandemic on the U.S. economy, the Federal Trade Commission (FTC) announced yesterday that the minimum reporting threshold applicable to the Hart-Scott-Rodino (HSR) Act will decrease from $94 million to $92 million for the coming year. The HSR Act requires that certain transactions be notified and subjected to review by the U.S. antitrust agencies prior to their consummation. 

The HSR thresholds are adjusted annually based on changes in the U.S. gross national product. This year’s adjustment represents the first decrease in the HSR thresholds in over a decade. The last time—and the only other time—that the FTC announced a reduction in the thresholds was in 2010, following the Great Recession. While the thresholds are decreasing, it is noteworthy that the number of transactions reviewed by the agencies continues to increase. In fact, the FTC recently announced that it had received a record number of premerger filings in the final months of 2020. The revised HSR thresholds were published today in the Federal Register and take effect March 4, 2021.

On January 21, 2021, the FTC also published in the Federal Register revised thresholds relating to the prohibition of certain interlocking directorates under Section 8 of the Clayton Act. These thresholds took effect immediately.

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