Significant Increases to the HSR Reporting Thresholds

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FTC Announces Significant Increases to the HSR Reporting Thresholds

In the wake of robust merger and acquisition activity and the resulting unprecedented numbers of reported transactions, the Federal Trade Commission (“FTC”) has announced significant increases to the Hart-Scott-Rodino (“HSR”) premerger notification thresholds for 2022.[1] The FTC updates the premerger merger notification thresholds each year based upon the change in the gross national product. The premerger notification thresholds provide the minimum numbers that must be met for the size of transaction and, where applicable, size of persons for a proposed transaction to be reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The size of transaction is the value of voting securities or assets that will be acquired after the value of exempt assets such as mortgage-backed securities, cash, and hotels are excluded. The size of person is determined by the value of the assets or, for entities engaged in manufacturing at the lower threshold and all entities at the higher threshold, annual net sales.

The new thresholds…

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