January 24, 2023
On January 23, 2023, the Federal Commerce Fee introduced its annual replace of thresholds for pre-merger notifications of sure M&A transactions beneath the Hart-Scott-Rodino Antitrust Enhancements Act of 1976 (“HSR Act”). Pursuant to the statute, the HSR Act’s jurisdictional thresholds are up to date yearly to account for modifications within the gross nationwide product. The brand new thresholds will take impact 30 days after publication within the Federal Register and apply to transactions that shut on or after that date.
The scale of transaction threshold for reporting proposed mergers and acquisitions beneath Part 7A of the Clayton Act will enhance by $10 million, from $101 million in 2022 to $111.4 million for 2023.
Authentic Threshold |
2022 Threshold |
2023 Threshold |
$10 million |
$20.2 million |
$22.3 million |
$50 million |
$101 million |
$111.4 million |
$100 million |
$202 million |
$222.7 million |
$110 million |
$222.2 million |
$245 million |
$200 million |
$403.9 million |
$445.5 million |
$500 million |
$1.0098 billion |
$1.1137 billion |
$1 billion |
$2.0196 billion |
$2.2274 billion |
The HSR submitting charges have been revised pursuant to the 2023 Consolidated Appropriations Act. There are three new tiers for 2023, with the submitting charge lowering for sure transactions and the utmost growing dramatically for transactions valued at or above $5 billion. The brand new submitting charges, which will even take impact 30 days after publication within the Federal Register, will probably be:
Payment |
Dimension of Transaction |
$30,000 |
Valued at lower than $161.5 million |
$100,000 |
Valued at $161.5 million or extra however lower than $500 million |
$250,000 |
Valued at $500 million or extra however lower than $1 billion |
$400,000 |
Valued at $1 billion or extra however lower than $2 billion |
$800,000 |
Valued at $2 billion or extra however lower than $5 billion |
$2,250,000 |
$5 billion or extra |
The 2023 thresholds triggering prohibitions on sure interlocking directorates on company boards of administrators are $45,257,000 for Part 8(a)(l) (dimension of company) and $4,525,700 for Part 8(a)(2)(A) (aggressive gross sales). The Part 8 thresholds took impact on January 23, 2023.[1]
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[1] The Division of Justice’s Antitrust Division has promised to extend enforcement of suspected director interlocks, as mentioned right here:
Gibson Dunn’s legal professionals can be found to help in addressing any questions you might have relating to the brand new HSR dimension of transaction thresholds, or HSR and antitrust/competitors rules and rulemaking extra usually. Please be happy to contact the Gibson Dunn legal professional with whom you normally work within the agency’s Antitrust and Competition Practice Group, or any of the companions or counsel listed beneath:
Rachel S. Brass – Co-Chair, Antitrust & Competitors Group, San Francisco
(+1 415-393-8293, rbrass@gibsondunn.com)
Stephen Weissman – Co-Chair, Antitrust & Competitors Group, Washington, D.C.
(+1 202-955-8678, sweissman@gibsondunn.com)
Andrew Cline – Washington, D.C. (+1 202-887-3698, acline@gibsondunn.com)
Chris Wilson – Washington, D.C. (+1 202-955-8520, cwilson@gibsondunn.com)
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Lawyer Promoting: The enclosed supplies have been ready for common informational functions solely and are usually not supposed as authorized recommendation. Please notice, prior outcomes don’t assure an identical consequence.