FTC Announces Annual Adjustments to HSR Act and Clayton Act Section 8 Thresholds

4 March 2019
View Debevoise Update
Key takeaways:
  • The FTC has announced its annual revisions to the HSR premerger notification thresholds, which will become effective on April 3, 2019. Most importantly, the base size-of-transaction threshold will increase from US$84.4 million to US$90.0 million, so acquisitions resulting in total holdings below US$90.0 million will not be reportable. This Update provides a complete listing and explanation of all the new, increased HSR thresholds.
  • The FTC also updated the Clayton Act Section 8 thresholds, which trigger prohibitions on persons serving as directors or officers of two competing corporations. Effective March 4, 2019, Section 8’s prohibitions may apply if each corporation has capital, surplus, and undivided profits of more than US$36,564,000 (formerly US$34,395,000), and no statutory exemption is applicable.
  • Lastly, the FTC increased the maximum civil penalty for HSR Act violations from US$41,485 to US$42,530 per day. This increased penalty is effective for all penalties assessed after February 14, 2019, even if the underlying violation preceded that date.