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.
Does Your Homeowners Insurance Provide Adequate Coverage?
Your home is likely your greatest asset, which is why it is so important to adequately protect it. Homeowners insurance protects you from the financial costs of unforeseen losses, such as theft, fire, and natural disasters, by helping you rebuild and replace possessions that were lost While the definition of “adequate” coverage depends upon a […]
Understanding the Importance of a Non-Contingent Offer
Making a non-contingent offer can dramatically increase your chances of securing a real estate transaction, particularly in competitive markets like New York City. However, buyers should understand that waiving contingencies, including those related to financing, or appraisals, also comes with significant risks. Determining your best strategy requires careful analysis of the property, the market, and […]
Fred D. Zemel Appointed Chair of Strategic Planning at Scarinci & Hollenbeck, LLC
Business Transactional Attorney Zemel to Spearhead Strategic Initiatives for Continued Growth and Innovation Little Falls, NJ – February 21, 2025 – Scarinci & Hollenbeck, LLC is pleased to announce that Partner Fred D. Zemel has been named Chair of the firm’s Strategic Planning Committee. In this role, Mr. Zemel will lead the committee in identifying, […]
Novation Agreement Process: Step-by-Step Guide for Businesses
Big changes sometimes occur during the life cycle of a contract. Cancelling a contract outright can be bad for your reputation and your bottom line. Businesses need to know how to best address a change in circumstances, while also protecting their legal rights. One option is to transfer the “benefits and the burdens” of a […]
What Is a Trade Secret? Key Elements and Legal Protections Explained
What is a trade secret and why you you protect them? Technology has made trade secret theft even easier and more prevalent. In fact, businesses lose billions of dollars every year due to trade secret theft committed by employees, competitors, and even foreign governments. But what is a trade secret? And how do you protect […]
What Is Title Insurance? Safeguarding Against Title Defects
If you are considering the purchase of a property, you may wonder — what is title insurance, do I need it, and why do I need it? Even seasoned property owners may question if the added expense and extra paperwork is really necessary, especially considering that people and entities insured by title insurance make fewer […]
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.
FTC Announces 2016 Thresholds for Premerger Notification Filings
Author: Charles H. Friedrich, III
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.
Let`s get in touch!
Sign up to get the latest from the Scarinci Hollenbeck, LLC attorneys!
