Congress Overhauls Merger Submitting Charges and Thresholds
Congress has handed—and President Biden is predicted to signal into legislation at this time—the Merger Submitting Payment Modernization Act, which can considerably change antitrust merger notification laws below the Hart-Scott-Rodino Act (HSR Act), 15 U.S.C. § 18a.
Included within the modifications is language considerably altering the framework for the submitting price quantities and the deal worth thresholds triggering these HSR submitting charges.
Per a press launch from Senator Amy Klobuchar (D-MN), the modifications will go into impact in 2023. We are going to replace when we have now extra readability on timing.
Along with the submitting price modifications, the laws imposes a brand new obligation to report with an HSR submitting info on international subsidies from sure international governments, famous as “adversaries.” We should see how the Federal Commerce Fee (FTC) and the US Division of Justice implement this requirement in a revision to the HSR kind and directions.
Notably and maybe extra considerably, whereas not a part of this laws, FTC Chair Lina Khan has indicated that the companies are also engaged on revisions to the HSR guidelines that can require extra substantive disclosures of knowledge to help within the company evaluation course of. General, the laws and anticipated proposed modifications to the HSR kind, in addition to the anticipated new Merger Pointers, possible will considerably change HSR apply transferring ahead.
DETAILS REGARDING FILING FEES AND THRESHOLDS
The brand new deal worth thresholds and submitting price quantities are as follows:
| New Deal Worth Thresholds | New HSR Submitting Charges |
|---|---|
| $101 million to <$161.5 million | $30,000 |
| ≥$161.5 million to <$500 million | $100,000 |
| ≥500 million to <$1 billion | $250,000 |
| ≥$1 billion to <$2 billion | $400,000 |
| ≥$2 billion to <$5 billion | $800,000 |
| ≥$5 billion | $2,250,000 |
The brand new thresholds and costs will likely be adjusted yearly firstly of every 12 months.
For an understanding of how this laws modifications the prior threshold and price framework, the next desk reveals the influence of the laws on prior HSR submitting charges:
| Deal Worth | Affect of Laws on Prior HSR Submitting Charges |
|---|---|
| $101 million to <$161.5 million | Decreased from $45,000 to $30,000 |
| ≥$161.5 million to <$202 million | Elevated from $45,000 to $100,000 |
| ≥$202 million to <$500 million | Decreased from $125,000 to $100,000 |
| ≥$500 million to <$1 billion | Elevated from $125,000 to $250,000 |
| ≥$1 billion to <$1.0098 billion | Elevated from $125,000 to $400,000 |
| ≥$1.0098 billion to <$2 billion | Elevated from $280,000 to $400,000 |
| ≥$2 billion to <$5 billion | Elevated from $280,000 to $800,000 |
| ≥$5 billion | Elevated from $280,000 to $2,250,000 |
