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FTC Revises Hart-Scott-Rodino Act Thresholds

January 25, 2012

On January 24, 2012, the Federal Trade Commission (FTC) announced the annual revisions to the Hart-Scott-Rodino (HSR) Act filing thresholds. The Act requires annual revision of the thresholds to adjust for changes in the U.S. gross national product over the past year. The new thresholds will become effective 30 days after publication in the Federal Register, so the changes should take effect before the end of February, 2012.

The HSR Act requires both parties to an acquisition of assets, voting securities or non-corporate interests to make filings if the jurisdictional thresholds are met and no exemption applies. Currently, a filing must be made if:

(a) the acquisition is valued in excess of $66 million (which will increase to $68.2 million); and

(b) the transaction involves at least one party with annual net sales or total assets of $131.9 million or more (which will increase to $136.4 million) and another party with net sales or total assets of $13.2 million or more (which will increase to $13.6 million). If the value of the acquisition exceeds $263.8 million (which will increase to $272.8 million) a filing must be made without regard to whether this "size-of-the-person" test is met, unless an exemption applies.

The chart below summarizes the current and new HSR Act thresholds.


2011 Thresholds 

New Thresholds 

Size-of-Transaction 

$66.0 million
$263.8 million 

$68.2 million
$272.8 million 

Size-of-Person 

$13.2 million
$131.9 million 

$13.6 million
$136.4 million 

Filing fees have not changed and the new threshold levels will apply to filing fees as follows:

Transaction Value 

Filing Fee 

Greater than $68.2 million but less than $136.4 million 

$45,000 

Equal to or greater than $136.4 million but less than $682.1 million 

$125,000 

$682.1 million or more 

$280,000 

If you have questions regarding these new thresholds or would like further information, please contact Stephen Bolerjack 313-568-5365.


As part of our service to you, we regularly compile short reports on new and interesting developments and the issues these developments raise. Please recognize that these reports do not constitute legal advice and that we do not attempt to cover all such developments. Rules of certain state supreme courts may consider this advertising and require us to advise you of such designation. Your comments are always welcome. © 2010 Dykema Gossett PLLC.

As part of our service to you, we regularly compile short reports on new and interesting developments and the issues the developments raise. Please recognize that these reports do not constitute legal advice and that we do not attempt to cover all such developments. Rules of certain state supreme courts may consider this advertising and require us to advise you of such designation. Your comments are always welcome. © 2018 Dykema Gossett PLLC.