FTC’s 2021 Adjustments to HSR Filing Thresholds

By: Bryan K. Prosek, John R. Chadd

Published: March 12, 2021

The Federal Trade Commission (“FTC”) previously announced its annual adjustment for notification thresholds regarding proposed mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), and the adjustments went into effect on March 4, 2021.

These threshold adjustments are based on the annual change in the U.S. gross national product. Due to contraction of the U.S. economy in 2020 and the related drop in gross national product, the HSR Act thresholds have decreased.

Summary of Adjustments

An HSR Filing May Be Necessary If:

The FTC also reduced the thresholds under Section 8 of the Clayton Act that trigger the prohibition on “interlocking directorates” – where one person serves as a director or officer of two competing corporations (subject to certain exceptions). Now, the prohibition may apply when (1) each corporation has capital, surplus, and undivided profits aggregating more than $37,382,000, and (2) each corporation’s competitive sales are at least $3,738,200.

Steptoe & Johnson has an experienced group of business attorneys who can help you analyze HSR Act issues. Please contact Bryan Prosek or John Chadd with any questions on this alert.

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