Recent Developments: 2011 Thresholds for Hart-Scott-Rodino Antitrust Improvements Act of 1976

Antitrust Update

Date: January 24, 2011

Thresholds Increase Compared to 2010

The Federal Trade Commission (FTC) has announced the 2011 revised jurisdictional thresholds under the HSR Act, which will become effective in late February. The FTC revises the thresholds annually based on changes in the gross national product from the previous year. The 2011 thresholds will increase from 2010 due to the upturn in the U.S. economy.

New 2011 Jurisdictional Thresholds
Size of Transaction Test

The acquiring person will hold, as a result of the transaction, an aggregate total amount of voting securities, assets and/or interests in non-corporate entities of the acquired person valued in excess of $66.0 million; and

Size of Person Test

The acquiring person or the acquired person has annual net sales or total assets of $13.2 million or more, and the other person has annual net sales or total assets of $131.9 million or more.

Transactions valued at greater than $263.8 million are reportable without regard to the size of person test.

New 2011 Filing Fee Thresholds
The 2011 filing fee thresholds are as follows:

$45,000 -- If the aggregate amount of voting securities, assets and/or interests in non-corporate entities to be held as a result of the transaction is greater than $66.0 million but less than $131.9 million.

$125,000 -- If the aggregate amount of voting securities, assets and/or interests in non-corporate entities to be held as a result of the transaction is equal to or greater than $131.9 million but less than $659.5 million.

$280,000 -- If the aggregate amount of voting securities, assets and/or interests in non-corporate entities to be held as a result of the transaction is equal to or greater than $659.5 million.