The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) requires parties to certain proposed mergers and acquisitions of assets or voting securities to make filings with the Federal Trade Commission and the Department of Justice if the proposed transaction meets certain thresholds. If a filing is required, the parties must observe a waiting period prior to completing the transaction.
The Federal Trade Commission adjusts the HSR Act thresholds annually based on changes in gross national product. 2021 was unusual in that the thresholds actually declined for the first time due to a decline in gross national product in 2020. The revised thresholds for 2022 were announced on January 24 and will apply to all transactions that close on or after the effective date of the notice, which will be February 23, 2022.
The original, 2021 and 2022 thresholds are set forth below.
|Threshold||HSR Act Original||2021 Adjusted||2022 Adjusted|
|Size-of-Transaction||$50 million||$92 million||$101 million|
|Size-of-Person||$10 million and $100 million||$18.4 million and $184 million||$20.2 million and $202 million|
|Size-of-Transaction (when Size-of-Person does not apply)||$200 million||$368 million||$403.9 million|
In a separate announcement, the Federal Trade Commission announced the maximum penalty for violation of the HSR Act requirements increased from $43,792 per day to $46,517 per day.
Filing fees remained unchanged for 2022 and are as follows:
|Filing Fee||Transaction Value Greater Than||Transaction Value Less Than|
|$45,000||$101 million||$202 million|
|$125,000||$202 million||$1.0098 billion|
If you have any questions about these rule changes, the HSR Act in general, or whether a potential transaction might be subject to the HSR Act, please feel free to contact Christopher Williams (972-378-9111) or another member of the corporate and securities practice at Ferguson Braswell Fraser Kubasta PC.