FTC Announces 2016 Thresholds for Premerger Notification Filings
The Federal Trade Commission (FTC) recently announced revised thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under Section 7A of the Clayton Act. The new thresholds will apply to all transactions closing on or after February 25, 2016.
Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), companies proposing a merger or acquisition must notify regulators and satisfy a mandatory waiting period (usually 30 days) if the size of the parties involved and the value of a transaction exceeds certain filing thresholds, absent an applicable exemption. The FTC revises the thresholds annually, based on the change in gross national product (GNP).
Premerger Notification Thresholds
For 2016, the minimum size of transaction threshold will be $78.2 million, which represents a slight increase over the 2015 threshold of $76.3 million. Accordingly, if the merger or acquisition is valued at $78.2 million or more and the parties exceed certain size limits (one of the parties to the transaction has $156.3 million or more in annual net sales or total assets and the other has $15.6 million or more in annual net sales or total assets), both parties may be required to submit a Premerger Notification to the FTC and the Department of Justice. In addition, if the transaction is valued at $312.6 million or more, filing may be required, regardless of the size of the parties to the transaction.
Filing Fees
If premerger notification is required, the parties must complete a “Notification and Report Form for Certain Mergers and Acquisitions,” which requires information about each company’s business. The companies must also pay a filing fee, which is determined by the size of the transaction. As of February 26, 2016, the HSR filing fees will be:
Transaction valued in excess of $78.2 million but less than $156.3 million: $45,000
Transaction valued at $156.3 million or greater but less than $781.5 million: $125,000
Transaction valued at $781.5 million or greater: $280,000
Businesses should be aware that the penalties for failing to comply with the HSR Act are significant and may include fines of up to $16,000 per day for each day of violation. Due to the complexity of HSR filings, it is always wise to consult a business lawyer experienced in mergers and acquisitions.
Dissolving Your Business: Essential Legal Steps to Protect Your Interests
If you’re considering closing your business, it’s crucial to understand that simply shutting your doors does not end your legal obligations. Unless you formally dissolve your business, it continues to exist in the eyes of the law—leaving you exposed to ongoing liabilities such as taxes, compliance violations, and potential lawsuits. Dissolving a business can seem […]
The Role of Corporate Restructuring in Mergers & Acquisitions
Contrary to what many people think, corporate restructuring isn’t all doom and gloom. Revamping a company’s organizational structure, corporate hierarchy, or operations procedures can help keep your business competitive. This is particularly true during challenging times. Corporate restructuring plays a critical role in modern business strategy. It helps companies adapt quickly to market changes. Following […]
Crypto Enforcement: A Former Prosecutor’s Warning to Criminals and the Public
Cryptocurrency intimidates most people. The reason is straightforward. People fear what they do not understand. When confusion sets in, the common reaction is either to ignore the subject entirely or to mistrust it. For years, that is exactly how most of the public and even many in law enforcement treated cryptocurrency. However, such apprehension changed […]
Understanding Chattel Paper: A Key Component in Secured Transactions
Using chattel paper to obtain a security interest in personal property is a powerful tool. It can ensure lenders have a legal claim on collateral ranging from inventory to intellectual property. To reduce risk and protect your legal rights, businesses and lenders should understand the legal framework. This framework governs the creation, sale, and enforcement […]
For years, digital assets operated in a legal gray area, a frontier where innovation outpaced the reach of regulators and law enforcement. In this early “Wild West” phase of finance, crypto startups thrived under minimal oversight. That era, however, is coming to an end. The importance of crypto compliance has become paramount as cryptocurrency has […]
Supreme Court and Title VII: Implications for Reverse Discrimination
Earlier this month, the U.S. Supreme Court issued a decision in Ames v. Ohio Department of Youth Services vitiating the so-called “background circumstances” test required by half of federal circuit courts.1 The background circumstances test required majority group plaintiffs pleading discrimination under Title VII of the Civil Rights Act to meet a heightened pleading standard […]
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Sign up to get the latest from our attorneys!
Explore What Matters Most to You.
Consider subscribing to our Firm Insights mailing list by clicking the button below so you can keep up to date with the firm`s latest articles covering various legal topics.
Stay informed and inspired with the latest updates, insights, and events from Scarinci Hollenbeck. Our resource library provides valuable content across a range of categories to keep you connected and ahead of the curve.
Let`s get in touch!
Sign up to get the latest from the Scarinci Hollenbeck, LLC attorneys!
