On February 15, 2019 the Federal Trade Commission (“FTC”) announced the annual increased reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) of 1976, as amended.
Under the HSR Act, if certain thresholds are hit, parties proposing a merger or acquisition must file a detailed report with the U.S. FTC and Department of Justice, who will then be tasked with determining whether or not the proposed transaction will negatively impact U.S. commerce under anti-competition laws.
Below are the new thresholds and updated HSR filing fees and penalties.
| Threshold | 2019 Adjusted Threshold |
| Minimum Size-of-Transaction | US$90 million |
| Size-of-Persons Test | US$18 million and US$180 million |
| Size-of-Transaction above which Size-of-Persons Test Does Not Apply | US$359.9 million |
| 2019 Size-of-Transaction Threshold | Filing Fee |
| Greater than $90 million but less than $180 million | US$45,000 |
| $180 million or greater but less than $899.8 million | US$125,000 |
| $899.8 million or greater | US$280,000 |
| 25 percent of an issuer’s voting securities if valued in excess of $1,799.5 million | US$280,000 |
| 50 percent of an issuer’s voting securities if valued at greater than $90 million | US$45,000 |
The FTC separately announced an increase to the maximum penalty for violations of the HSR Act of US$42,530 per day.
These new thresholds are effective on April 3, 2019 and will remain in effect until the next annual adjustment, expected in the first quarter of 2020.
Please check out our legal bulletin for more details.
The author would like to thank Travis Bertrand, articling student, for his assistance in preparing this legal update.
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