Recent Developments

Antitrust Update

Date: January 26, 2009

New Thresholds for Hart-Scott-Rodino Filings
New Jurisdictional Thresholds

Under the new jurisdiction thresholds, a transaction is reportable if:

Old 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 non-corporate interests of the acquired person valued in excess of $65.2 million; and

$63.1 million

Size of Person Test

The acquiring person or the acquired person has annual net sales or total assets of $13 million or more, and the other person has annual net sales or total assets of $130.3 million or more.

$12.6 million

$126.2 million

Exception

Transactions valued at greater than $260.7 million are reportable, regardless of the size of person test described above.

$252.3 million

New Filing Fee Thresholds

Filing fee

The new filing fee thresholds are as follows:

Old thresholds

$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 $65.2 million but less than $130.3 million.

$63.1 million

$126.2 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 $130.3 million but less than $651.7 million.

$126.2 million

$630.8 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 $651.7 million.

$630.8 million

Adjustments to Civil Penalties Under HSR Act

The FTC also announced revised civil penalties for persons who fail to comply with the HSR Act. As of February 9, 2009, the civil penalty will increase from $11,000 per day to $16,000 per day.

The Federal Trade Commission (FTC) recently announced revised thresholds under the HSR Act that become effective on February 12, 2009. The FTC is required to revise these jurisdictional and filing fee thresholds annually based on changes in the gross national product from the previous year.

Recent Actions in the United States and Germany
United States

 

Germany