The following is not meant to be legal advice.
The Hart-Scott-Rodino Act "size-of-person" subtests for determining whether parties to an acquisition or merger will likely need to observe the Act’s waiting periods before closing are as follows:
(1) A person with $119.6 million or more of total assets or annual net sales proposes to acquire voting securities or assets of a person not engaged in manufacturing with $12.0 million or more of total assets;
(2) A person with $119.6 million or more of total assets on its most recent regularly-prepared balance sheet or annual net sales from its most recently completed fiscal year proposes to acquire voting securities or assets of a person engaged in manufacturing with $12.0 million or more of annual net sales or total assets; or
(3) A person with $12.0 million or more of total assets or annual net sales proposes to acquire voting securities or assets of a person with $119.6 million or more of annual net sales or total assets.
For those working in high technology, software or internet-based services are not considered manufacturing. "Person" means the ultimate parent entity of the party engaged in the transaction.
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