Joel N. Kreizman
Partner
732-568-8363 jkreizman@sh-law.comFirm Insights
FTC Raises Thresholds for Premerger Notification Filings
Author: Joel N. Kreizman
Date: February 5, 2015
Key Contacts
Back
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 FTC also revised the thresholds that trigger prohibitions on certain interlocking directorates under Section 8 of the Clayton Act.
Premerger Notification Thresholds
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 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).
For 2015, the threshold will increase from $75.9 million to $76.3 million, thanks to the improving economy. Accordingly, if the merger or acquisition is valued at $76.3 million or more and the parties exceed certain size limits (one of the parties to the transaction has $152.5 million or more in annual sales or total assets and the other has $15.3 million or more in annual 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 $305.1 million or more, filing may be required, regardless of the size of the parties to the transaction. The amended threshold takes effect on February 20, 2015.
Interlocking Directorates Thresholds
Section 8 of the Clayton Act prohibits, with certain exceptions, one person from serving as a director or officer of two competing corporations if two thresholds are met. The FTC is required to revise the thresholds each year to reflect changes in the GNP.
Effective January 21, 2015, competitor corporations are covered by the Section 8 prohibition if each one has capital, surplus, and undivided profits aggregating more $31,084,000. However, no corporation is covered if the competitive sales of either are less than $3,108,400.
- Business attorney New Jersey
- Business attorney NYC
- NJ attorney Scarinci
- Scarinci Hollenbeck
- U.S. Supreme court
- Locations: Red Bank, NJ, Little Falls, NJ, New York City
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Related Posts
See all
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 […]
Author: Jesse M. Dimitro
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 […]
Author: Jesse M. Dimitro
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, […]
Author: Scarinci Hollenbeck, LLC
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 […]
Author: Dan Brecher
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 […]
Author: Ronald S. Bienstock
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 […]
Author: Patrick T. Conlon
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 Raises Thresholds for Premerger Notification Filings
Author: Joel N. Kreizman
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 FTC also revised the thresholds that trigger prohibitions on certain interlocking directorates under Section 8 of the Clayton Act.
Premerger Notification Thresholds
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 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).
For 2015, the threshold will increase from $75.9 million to $76.3 million, thanks to the improving economy. Accordingly, if the merger or acquisition is valued at $76.3 million or more and the parties exceed certain size limits (one of the parties to the transaction has $152.5 million or more in annual sales or total assets and the other has $15.3 million or more in annual 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 $305.1 million or more, filing may be required, regardless of the size of the parties to the transaction. The amended threshold takes effect on February 20, 2015.
Interlocking Directorates Thresholds
Section 8 of the Clayton Act prohibits, with certain exceptions, one person from serving as a director or officer of two competing corporations if two thresholds are met. The FTC is required to revise the thresholds each year to reflect changes in the GNP.
Effective January 21, 2015, competitor corporations are covered by the Section 8 prohibition if each one has capital, surplus, and undivided profits aggregating more $31,084,000. However, no corporation is covered if the competitive sales of either are less than $3,108,400.