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New HSR Thresholds Lowered for First Time

Publisher: Day Pitney Alert
February 19, 2010
Day Pitney Author(s) Lane T. Watson

New notification thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), will become effective as of February 22, 2010, for transactions closing after that date. And for the first time since the thresholds were benchmarked to domestic economic indicia, the thresholds will all go down rather than increase as in the past.

The basic "size of transaction" threshold will decrease from $65.2 million in 2009 to $63.4 million in 2010. The "size of person" thresholds will decrease from $13 million and $130.3 million in 2009 to $12.7 million and $126.9 million in 2010. The new 2010 thresholds will remain in effect until replaced sometime in February 2011.

The HSR Act requires that certain acquisitions meeting the statutory criteria must be reported to both the Federal Trade Commission and the Department of Justice prior to consummation of the proposed transaction. Subject to a number of exceptions and exemptions, sales of assets and voting securities worth over $253.7 million (under the new thresholds), and sales of assets and voting securities in excess of the basic "size of transaction" threshold where the "size of parties" thresholds are also met, are reportable transactions.

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