Antitrust Update

FTC Announces Annual Threshold Adjustments for Hart-Scott-Rodino Act and Corporate Interlock Statute

The FTC has released 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

The current recession notwithstanding, the HSR jurisdictional thresholds, which will become effective February 12, 2009, have increased such that a transaction must now be valued at more than $65.2 million to require a filing under the HSR Act. The revised thresholds are as follows:

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

REVISED THRESHOLDS FOR CORPORATE INTERLOCKS

Under the revised corporate interlock thresholds, competing corporations are covered by the prohibition against director or officer interlocks if each interlocked corporation has capital, surplus, and undivided profits aggregating more than $26,161,000 (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 $2,616,100 (originally $1,000,000). The safe harbors calculated on the basis of percentages of total annual sales (competitive sales of either corporation being less than two percent of that corporation’s total sales, or the competitive sales of each corporation being less than four percent of that corporation’s total sales) remain unchanged.

The revised corporate interlock thresholds became effective on January 13, 2009.