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Thompson Hine LLP, a full-service business law firm with approximately 400 lawyers in 8 offices, was ranked number 1 in the category “Most innovative North American law firms: New working models” by The Financial Times and was 1 of 7 firms shortlisted for The American Lawyer’s inaugural Legal Services Innovation Award. The firm has been recognized by the National Law Journal as a Legal Technology Trailblazer and featured by Bloomberg for its innovative service delivery models, which drive accuracy and predictability. The firm’s commitment to innovation is embodied in Thompson Hine SmartPaTHTM – a smarter way to work – predictable, efficient and aligned with client goals. For more information, please visit ThompsonHine.com and ThompsonHine.com/SmartPaTH.

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Today the Federal Trade Commission (FTC) <a href="https://www.govinfo.gov/content/pkg/FR-2021-02-02/pdf/2021-02110.pdf">announced</a> new decreased jurisdictional thresholds for filings under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act.&nbsp; As required by statute, the FTC adjusts the HSR thresholds annually based on the change in gross national product.&nbsp; The gross national product decreased in 2020 because of the economic damage wrought by the COVID-19 pandemic.&nbsp; Accordingly, the HSR thresholds will decrease as well, a rare occurrence. The upshot is that deals may be reportable under these decreased thresholds that would not be reportable under the current, higher thresholds. The new, lower thresholds will apply to all transactions closing on or after March 4, 2021 (30 days after publication in the Federal Register).

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HSR Jurisdictional Thresholds. Under the HSR Act, parties to a transaction must make required filings with the FTC and Department of Justice, Antitrust Division (DOJ) and await expiration of the 30-day statutory waiting period before closing if the transaction meets the size-of-transaction and size-of-person thresholds (absent an applicable exemption):

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If the jurisdictional thresholds are met and no exemption applies, failure to file would violate the HSR Act and could result in the imposition of a maximum civil penalty of more than $43,000 per day.

HSR Filing Fees. The HSR filing fee amounts will remain unchanged, but the thresholds for determining the applicable fees will change.

Filing Fee

Acquisition Value

$45,000

USD $92M-$184M

$125,000

USD $184M-$919.9M

$280,000

USD $919.9M or more

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Michael W. Jahnke 212.908.3980 <a href="mailto:Michael.Jahnke@ThompsonHine.com">Michael.Jahnke@ThompsonHine.com</a>

Joshua Shapiro 202.973.2782 <a href="mailto:Joshua.Shapiro@ThompsonHine.com">Joshua.Shapiro@ThompsonHine.com</a>

Mark R. Butscha, Jr. 216.566.5897 <a href="mailto:Mark.Butscha@ThompsonHine.com">Mark.Butscha@ThompsonHine.com</a>

or any member of our <a href="https://www.thompsonhine.com/services/antitrust-competition-and-distribution">Antitrust, Competition &amp; Distribution</a> group.

This advisory bulletin may be reproduced, in whole or in part, with the prior permission of Thompson Hine LLP and acknowledgment of its source and copyright. This publication is intended to inform clients about legal matters of current interest. It is not intended as legal advice. Readers should not act upon the information contained in it without professional counsel.

This document may be considered attorney advertising in some jurisdictions.

https://admin.thompsonhine.com/wp-content/uploads/2022/04/Antitrust_Competition_and_Distribution_Update_-_HSR_Filing_Thresholds_Decrease_in_20210.pdf

HSR Filing Thresholds Decrease in 2021

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