In January 2022, the Federal Trade Commission (FTC) made two important announcements for M&A practitioners. First, on January 24, the FTC announced the annual adjustment of the thresholds that trigger premerger reporting obligations under the Hart-Scott-Rodino (HSR) Act. The new thresholds will apply to transactions closing after February 23, 2022. Second, the FTC announced the annual adjustment for maximum daily civil penalties for noncompliance with the HSR Act’s requirements (failure to file, failure to observe the mandatory waiting period, or failure to make a complete filing). This article summarizes the HSR Act’s requirements and reports on several relevant developments in 2021.
On January 24, the FTC also announced adjusted thresholds that trigger prohibitions on certain interlocking memberships on corporate boards of directors. These new thresholds became effective immediately on publication in the Federal Register. Both these and the HSR Act thresholds will remain in effect until the 2023 adjustments.
A detailed publication explaining these developments is available here.