Clifford Chance

U.S. Federal Trade Commission Announces Annual Revisions to the HSR Act's Thresholds and Thresholds Pertaining to the Prohibition Against Interlocking Directorates

February 2, 2021

On February 2, 2021, the U.S. Federal Trade Commission announced the annual revisions to the jurisdictional thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Barring an exemption, parties to a transaction meeting these thresholds must make pre-closing notifications to the U.S. antitrust authorities and abide by a mandatory waiting period. The revised thresholds also dictate the relevant filing fee the parties must pay when submitting their HSR filings. The new thresholds will apply to any transaction that closes 30 days after the new thresholds are published in the Federal Register. The maximum civil penalty amounts for premerger notification violations under the HSR Act increased, effective on January 13, 2021. The FTC also announced on January 21, 2021 revisions to the jurisdictional thresholds of Section 8 of the Clayton Antitrust Act of 1914, which places restrictions on interlocking directorates.

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