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January 29, 2020

FTC Raises Both Hart-Scott-Rodino Premerger Filing and Interlocking Directorate Thresholds


On January 28, 2020, the Federal Trade Commission (FTC) announced its annual revision of the filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), increasing the minimum reportable transaction from $90 million to $94 million. On January 21, 2020, the FTC also announced revisions to thresholds relating to prohibitions on interlocking directorates under Section 8 of the Clayton Act.

HSR Reporting Thresholds

Under the HSR Act, parties may be required to file notification of various asset and stock acquisitions with the FTC and Department of Justice and observe a waiting period before closing. The thresholds for filing are revised annually to adjust for inflation. On January 28, the FTC announced new thresholds, which included increasing the lowest transaction value threshold from $90 million to $94 million. Higher valuation thresholds and the size of parties thresholds were also increased.

Size of the Transaction Thresholds

Size of the Person Thresholds & Reporting Obligation

More than $94 million
but less than $376 million
Filing may be required if one party's sales or assets exceed $188 million and the other party's sales or assets exceed $18.8 million.

More than $376 million

Filing may be required irrespective of the parties' size.


The ranges of transaction value applicable to each level of filing fees for transactions reportable under the HSR Act have also been adjusted. (The three different levels of filing fees have not changed.) The new ranges will be:

Size of the Transaction

Filing Fee

More than $94 million but less than $188 million


Equal to $188 million but less than $940.1 million


$940.1 million or greater


Clayton Act Section 8 Thresholds

New thresholds for the Clayton Act's prohibition on interlocking directorates were also announced on January 21, 2020. Section 8 of the Clayton Act makes it illegal for a person to serve as a director or officer for two competing companies when the companies' profits or competitive sales exceed threshold limits.

Under the new thresholds, it is illegal for an individual to serve in these capacities for competing corporations if each company has capital, surplus, and undivided profits aggregating more than $38,204,000,1 unless one of the companies' competitive sales against the other are less than $3,820,400.2

Effective Date

The revised HSR Act thresholds will become effective on February 27, 2020. The revisions regarding interlocking directorates became effective on January 21, 2020.

Increase of the Civil Penalty for Violations of the HSR Act

The FTC also separately announced that the maximum civil penalty for violations of the HSR Act will increase from $42,530 to $43,200 per day. The increased civil penalty became effective upon publication in the Federal Register, which occurred on January 14, 2020. The new penalty level will apply to civil penalties assessed after the effective date, including civil penalties for which the associated violation predated the effective date.

© Arnold & Porter Kaye Scholer LLP 2020 All Rights Reserved. This Advisory is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.

  1. (Clayton Act, Section 8(a)(1))

  2. (Clayton Act, Section 8(a)(2)(A))