FTC Announces Revised Thresholds for Clayton Act Antitrust Reviews for 2014

Washington, DC - The Federal Trade Commission has revised the thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under Section 7A of the Clayton Act, the Hart-Scott-Rodino (HSR) Antitrust Improvements Act.

The HSR Act requires companies to notify authorities if the size of the parties at issue and the value of a transaction exceeds the filing thresholds, absent an applicable exemption. The FTC is required to revise various thresholds set forth in the HSR Act annually, based on the change in gross national product. For instance, for 2014, the size of transaction threshold for reporting proposed mergers and acquisitions subject to enforcement under Section 7A of the Clayton Act will increase from $70.9 million to $75.9 million. A full listing of current thresholds can be found on the FTC’s website, which will be updated once the revised thresholds are published in the Federal Register.

The FTC also announced revisions to the thresholds that trigger a prohibition preventing companies from having interlocking memberships on their corporate boards of directors under Section 8 of the Clayton Act. The Act requires that the Commission revise those thresholds annually, based on the change in the level of gross national product. The new thresholds for the Act’s prohibition on interlocking directorates are $29,945,000 for Section 8(a)(1) and $2,994,500 for Section 8(a)(2)(A).

The votes to approve Federal Register notices announcing the threshold revisions were 4-0. The revised thresholds under Section 7A will apply to all transactions that close on or after the effective date of the notice, which is 30 days after its publication in the Federal Register. The thresholds for Section 8 became effective upon publication in the Federal Register. (FTC File No. P859910; the staff contact for Section 7A is Kathryn E. Walsh, Bureau of Competition, 202-326-2977; the staff contact for Section 8 is Michael J. Bloom, Bureau of Competition, 202-326-2475.)

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