The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually in alignment with prior year economic activity. The article identifies the adjustments that are likely to be the most relevant to our clients and reiterates several important practice tips.
Promises Kept – U.S. DOJ and FTC Release Long-Anticipated Revised Merger Guidelines
On the heels of the historic proposed changes to the Hart‑Scott‑Rodino (“HSR”) merger review process, the U.S. Department of Justice Antitrust Division and the Federal Trade Commission released the 2023 Draft Merger Guidelines for public comment. The single set of guidelines will replace the former horizontal and vertical guidelines, becoming the principal resource for merger review and challenges. The DOJ and FTC will finalize the Draft Guidelines following the close of the 60‑day comment period on September 18, 2023. Together, the two sets of changes usher in a radically different climate for dealmaking in the U.S. and have the potential to grind transactions to a near halt just as M&A is beginning to regain steam.
M&A Deals Face Additional Scrutiny under the FTC’s New HSR Reporting Rules
On June 29, 2023, the Federal Trade Commission published a Notice of Proposed Rulemaking that would dramatically expand HSR reporting requirements. The historic changes fundamentally alter the HSR reporting landscape, shifting to more of a “white paper” approach, similar to that of ex‑U.S. jurisdictions like the EU. The change though brings new expansive reporting requirements to nearly sixfold the number of transactions seen in the EU (the EU took in about 400 ECMR filings last year, versus nearly 2,500 HSR filings at the FTC). The move would substantially increase the burden on reporting parties, and impact deal timing and certainty.
FTC Announces 2023 Thresholds Under HSR Act and Clayton Act New Filing Fee Schedule Implemented
Primary HSR filing threshold will be increased to $111.4 million
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually in alignment with prior year economic activity. As is our annual practice, this alert identifies the adjustments that are likely to be the most relevant to our clients, and reiterates several important practice tips.
FTC Announces 2023 Thresholds Under HSR Act and Clayton Act New Filing Fee Schedule Implemented
Primary HSR filing threshold will be increased to $111.4 million
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually in alignment with prior year economic activity. As is our annual practice, this alert identifies the adjustments that are likely to be the most relevant
A Merging Parties’ Approach to New FTC HSR Policy
In 1976, Congress enacted the Hart-Scott-Rodino Act (HSR). Under the HSR merger review process, parties to transactions above certain thresholds must provide advance notice to the Federal Trade Commission (FTC) and the Department of Justice (DOJ) and may not complete the transaction until expiration of the statutory waiting period.
The FTC and DOJ retain jurisdiction