The U.S. Federal Trade Commission (FTC) has approved new thresholds for premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR). The statute requires the FTC to revise the thresholds annually based on changes in gross national product (GNP). Because GNP fell in 2020, the new thresholds are lower than those that have applied over the most recent year; in the past, a decline in year-over-year thresholds has sometimes occurred following recessions, most recently in 2010. The newly revised thresholds apply to transactions that close on or after March 4, 2021.
With the changes just approved, the minimum “size-of-transaction” threshold for any acquisition of voting securities, noncorporate interests, or assets not exempt from HSR notification requirements will decrease from $94 million to $92 million.
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