On January 24, 2012, the Federal Trade Commission (FTC) issued a press release announcing revised thresholds for premerger notification filings under the HSR Act. The HSR thresholds are revised annually based on changes to the gross national product and will become effective on February 27, 2012.

If the HSR thresholds are triggered and no exemption applies, parties to a merger or acquisition must make a premerger notification filing with both the FTC and the Antitrust Division, Department of Justice, and wait a statutory period of time before closing the transaction. The size-of-transaction threshold increased from $66 million to $68.2 million. The size-of-parties threshold increased from $13.2 million and $131.9 million to $13.6 million and $136.4 million, respectively.

The FTC also announced revisions to the thresholds under Section 8 of the Clayton Act, dealing with illegal interlocking directorates. Section 8 prohibits a person from serving as a director or officer of two competing corporations if certain thresholds are met. A violation of Section 8 requires, among other things, that both of the following revised thresholds are triggered:

The effective date for the revisions to Section 8 of the Clayton Act is January 27, 2012.

For an overview of the HSR Act, see PLC Antitrust, Practice Note, Hart-Scott-Rodino Act: Overview. For an explanation on how to determine whether a transaction is reportable under the HSR Act, see Practice Note, Determining Hart-Scott-Rodino Applicability.