Revised 2021 jurisdictional thresholds under the HSR Act
Today, the Federal Trade Commission announced revised Hart-Scott-Rodino Act (HSR) reporting thresholds. Under the new thresholds, a transaction will be reportable only if, as a result of such transaction, the acquiring person will hold voting securities, assets, or non-corporate interests valued above $92 million. This is a slight decrease when compared to the 2020 threshold of $94 million, due to the fact U.S. GDP contracted in 2020 (the HSR threshold is linked to the year-over-year change in GDP). The last time the HSR threshold declined was 2010. The newly-adjusted HSR thresholds will apply to all transactions that close on or after the effective date, which is expected to be March 4 (the exact date will depend on when the changes are published in the Federal Register, which is expected to be February 2).