The Hart-Scott-Rodino Act: To Report or Not Report, That is the Question – Implications of New Filing Thresholds on Business Transactions

01 January 2010

On January 19, 2010, the Federal Trade Commission (FTC) lowered the filing thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), effective February 20, 2010.

This first-ever downward adjustment is due to last year's decrease in gross national product. The result? Some transactions will be reportable in 2010 that would not have been in 2009. The FTC and the Department of Justice (DOJ) are responsible for enforcing U.S. antitrust laws. The HSR Act supports this enforcement by requiring parties to significant mergers, acquisitions, tender offers and joint-venture formations to provide the FTC and the DOJ with advance notice of the transaction.

Is the Transaction Reportable?

The general rule is that a transaction is reportable if it is valued at greater than $63.4 million and one party has assets or sales of at least $126.9 million and the other party has assets or sales of at least $12.7 million.