Increase in HSR Reportability Thresholds and Other HSR Developments

On January 28, 2020, 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, which will apply to transactions closing 30 days after publication of the announcement in the Federal Register. The FTC also announced adjusted thresholds that trigger prohibitions on certain interlocking memberships on corporate boards of directors, which will become effective immediately on publication in the Federal Register. Both sets of thresholds will then remain in effect until the 2021 adjustment. Earlier this month the FTC also announced the annual adjustment for maximum daily civil penalties for noncompliance with the HSR Act’s requirements. Finally, 2019 also saw another failure-to-file penalty as well as another challenge to a transaction that had gotten through the waiting period without objection.

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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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