Congress Overhauls Merger Submitting Charges and Thresholds
Congress has handed—and President Biden is predicted to signal into legislation right now—the Merger Submitting Payment Modernization Act, which can considerably change antitrust merger notification rules 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 payment 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’ll replace when we’ve got extra readability on timing.
Along with the submitting payment 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 must see how the Federal Commerce Fee (FTC) and the US Division of Justice implement this requirement in a revision to the HSR type 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 may require extra substantive disclosures of data to help within the company overview course of. Total, the laws and anticipated proposed adjustments to the HSR type, in addition to the anticipated new Merger Tips, probably will considerably change HSR follow transferring ahead.
DETAILS REGARDING FILING FEES AND THRESHOLDS
The brand new deal worth thresholds and submitting payment quantities are as follows:
| New Deal Worth Thresholds | New HSR Submitting Charges |
|---|---|
| $101 million to <$161.5 million | $30,000 |
| ≥$161.5 million to <$500 million | $100,000 |
| ≥500 million to <$1 billion | $250,000 |
| ≥$1 billion to <$2 billion | $400,000 |
| ≥$2 billion to <$5 billion | $800,000 |
| ≥$5 billion | $2,250,000 |
The brand new thresholds and costs shall be adjusted yearly at the start of every yr.
For an understanding of how this laws adjustments the prior threshold and payment framework, the next desk reveals the influence of the laws on prior HSR submitting charges:
| Deal Worth | Impression of Laws on Prior HSR Submitting Charges |
|---|---|
| $101 million to <$161.5 million | Decreased from $45,000 to $30,000 |
| ≥$161.5 million to <$202 million | Elevated from $45,000 to $100,000 |
| ≥$202 million to <$500 million | Decreased from $125,000 to $100,000 |
| ≥$500 million to <$1 billion | Elevated from $125,000 to $250,000 |
| ≥$1 billion to <$1.0098 billion | Elevated from $125,000 to $400,000 |
| ≥$1.0098 billion to <$2 billion | Elevated from $280,000 to $400,000 |
| ≥$2 billion to <$5 billion | Elevated from $280,000 to $800,000 |
| ≥$5 billion | Elevated from $280,000 to $2,250,000 |
