FTC Revises Hart-Scott-Rodino Thresholds for 2022

Kelley Drye Client Advisory

On January 24, 2022, the United States Federal Trade Commission announced revised notification thresholds pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.  The HSR Act requires parties to file notification with the FTC and the United States Department of Justice prior to consummating a merger or acquisition that meets the HSR Act’s jurisdictional tests.

The FTC is required to revise the HSR thresholds annually based on changes in the gross national product.  The following will go into effect on February 23, 2022, 30 days after the date of their publication in the Federal Register.

Unless exempt, transactions valued greater than $403.9 million meet the size-of-transaction test and are reportable irrespective of the size of the parties.  Transactions valued greater than $101 million and less than or equal to $403.9 million may trigger a reporting duty if the parties meet the size-of-person test.  Under the size-of-person test, one person must have total assets or annual net revenues equal or greater than $20.2 million and the other total assets or annual net revenues equal or greater than $202 million.

Our client alerts are for general information purposes only and should not be regarded as legal advice.

If you would like additional information, please contact David Evans.