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.
On January 27, Michael Rave will be speaking on "Public & Private Capital Raising: How To Fund Your Bank for Growth and/or Change" at Bank Director's annual conference, Acquire or Be Acquired, in Phoenix, AZ.
Brian Fischer spoke on "Defining Success from a Legal Perspective – How to Best Structure the Transaction to Meet the Owner's Objectives while Providing Significant Legal Protection," at an Exit Planning Exchange (XPX) Hartford program.
Michael Rave will be speaking at Acquire or Be Acquired, an annual conference presented by Bank Director magazine being held in Phoenix from January 28 – 30.
On January 19, Michael Rave will be speaking at the Economic Leadership Forum, presented by the New Jersey Bankers Association.
Stephen Ziobrowski and Andrew Wogman authored the article "Challenges of Selling an S Corporation," which was published by Law360.
Gary Betensky and Michael Napoleone were featured in a profile, "Day Pitney LLP: Firm Expands to Better Serve South Florida Clients," published in the March issue of The Boca Raton Observer magazine.
Mike Rave was quoted in an analysis article, "Reg Rollbacks Seen As Bit Player In $28B BB&T-SunTrust Deal," published by Law360.
Jed Davis was quoted in an article, "Marriott Hack Shows Risks Of Lax Cyber Diligence In Mergers," published by Law360.
Day Pitney Press Release
Day Pitney Press Release