The following is not meant to be legal advice.
The Hart-Scott-Rodino Act dollar thresholds for pre-acquisition filings will increase effective in mid-February 2007. There is an annual adjustment mechanism that was created in the last round of amendments to the Act. All transactions closing on or after the effective date will be governed by the new thresholds.
The parties, under the new thresholds, to an acquisition or merger will likely need to file pre-acquisition notifications with the Federal Trade Commission and the Department of Justice. The parties will likely need to observe the Act’s waiting periods before closing if the transaction will result in any of the following:
(a) Regardless of the parties’ sizes, the acquiring person will hold more than $239.2 million worth of voting securities and assets of the acquired person;
(b) The acquiring person will hold more than $59.8 million worth of voting securities and assets of the acquired person and the parties meet the size-of-person requirements.
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