Congress Overhauls Merger Submitting Charges and Thresholds

Congress has handed—and President Biden is anticipated to signal into regulation right now—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 adjustments 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 adjustments will go into impact in 2023. We are going to replace when we’ve got extra readability on timing.

Along with the submitting price adjustments, the laws imposes a brand new obligation to report with an HSR submitting info on overseas subsidies from sure overseas 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 businesses are also engaged on revisions to the HSR guidelines that can require extra substantive disclosures of data to help within the company evaluate course of. General, the laws and anticipated proposed adjustments to the HSR kind, in addition to the anticipated new Merger Pointers, seemingly 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:

The brand new thresholds and costs might be adjusted yearly in the beginning of every yr.

For an understanding of how this laws adjustments the prior threshold and price framework, the next desk exhibits the affect of the laws on prior HSR submitting charges: