Antitrust Update

Thresholds for Hart-Scott-Rodino Act and Corporate Interlock Statute Decrease

On January 21, 2010, the FTC published in the Federal Register its yearly revisions of dollar jurisdictional threshold amounts in the Hart-Scott-Rodino (“HSR”) Act and Section 8 of the Clayton Act (“Corporate Interlock Statute”), in accordance with legislation requiring annual adjustment of these thresholds to reflect changes in the gross national product.

REVISED HSR THRESHOLDS

As a result of contraction of the economy, the HSR jurisdictional thresholds have decreased for the first time. Under the revised thresholds, transactions valued at more than $63.4 million will be subject to HSR report-and-wait-requirements (unless covered by an exemption). A complete list of the revised indexed thresholds is as follows:

The HSR filing fees have not changed, but the transaction value ranges to which they apply have been adjusted:

The revised HSR thresholds will become effective on February 22, 2010.

REVISED THRESHOLDS FOR CORPORATE INTERLOCKS

The corporate interlock thresholds have also decreased slightly. Under the revised thresholds, an individual may not serve simultaneously as an officer or director of competing corporations if each interlocked corporation has capital, surplus and undivided profits aggregating more than $25,841,000 (originally, $10,000,000). The threshold amount applicable to the statutory “safe harbor” based on the dollar value of “competitive sales” has also been revised: a corporate interlock does not violate the statute if the “competitive sales” of either interlocked corporation are less than $2,584,100 (originally $1,000,000). The statutory safe harbors based on percentages of annual total sales remain unchanged.

The revised corporate interlock thresholds became effective on January 21, 2010.