Decrease in HSR Reportability Thresholds and Other HSR Developments

On February 2, 2021, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act. The new thresholds will apply to transactions closing on or after March 4, 2021 (that is, 30 days after publication of the announcement in the Federal Register). This year, for the first time in a decade, the thresholds decreased. Last month, the FTC also announced adjusted thresholds that trigger prohibitions on certain interlocking memberships on corporate boards of directors, which became effective immediately on publication in the Federal Register. Both sets of thresholds will remain in effect until the 2022 adjustments. In January, the FTC also announced the annual adjustment for maximum daily civil penalties for noncompliance with the HSR Act’s requirements.

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Michael Lindsay

Michael Lindsay is a Partner in Dorsey & Whitney’s Trial group and co-chair of the Antitrust practice. His expertise is in the area of general civil litigation, with a strong emphasis on antitrust (litigation and counseling), trademark and unfair competition, commercial, securities, and product-liability defense. Tel: + 1 612 340 7819 Email:

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