FTC Announces Revised Thresholds for Clayton Act Antitrust Reviews; FTC Approves Final Order Settling Charges that Simon Property Group's Acquisition of Prime Outlets was Anticompetitive

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FTC Announces Revised Thresholds for Clayton Act Antitrust Reviews

The Federal Trade Commission announced it has revised the thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino Antitrust Improvements Act.

The HSR Act requires companies to notify authorities if – among other things – the value of a transaction exceeds the filing thresholds. The FTC is required to revise those thresholds annually, based on the change in gross national product. This year, the threshold for reporting proposed mergers and acquisitions under Section 7 of the Act increased from $63.4 million to $66.0 million.

The FTC also announced revisions to the thresholds that trigger a prohibition preventing companies from having interlocking memberships on their corporate boards of directors under Section 8 of the Clayton Act. The Act requires that the Commission revise those thresholds annually, based on the change in the level of gross national product. The new thresholds for the Act’s prohibition on interlocking directorates are $26,867,000 for Section 8(a)(1) and $2,686,700 for Section 8(a)(2)(A).

In the case of each type of threshold, the vote to approve Federal Register notices announcing the revisions was 5-0. The revised thresholds under both Sections will apply to all transactions that close on or after the effective date of the notice, which is 30 days after its publication in the Federal Register. (FTC File No. P859910; the staff contact for Section 7 is Michael Verne, Bureau of Competition, 202-326-3100; the staff contact for Section 8 is James F. Mongoven, Bureau of Competition, 202-326-2879.)

FTC Approves Final Order Settling Charges that Simon Property Group’s Acquisition of Prime Outlets was Anticompetitive

Following a public comment period, the Federal Trade Commission approved a final Order settling charges that the Simon Property Group’s Acquisition of Prime Outlets Acquisition Company, LLC was anticompetitive. Under the final Order, Simon will sell either its Cincinnati Premium Outlet center in Monroe, Ohio, or its Prime Outlets-Jeffersonville outlet center in Jeffersonville, Ohio. In addition, Simon will remove radius restrictions for tenants with stores in its outlet malls serving the Chicago and Orlando markets. This will allow competing outlet centers or outlet mall developers wanting to enter those markets to sign leases with tenants that otherwise would have been prevented from doing so due to the radius restrictions.

The Commission vote approving the final Order and a letter to the members of the public who commented on the Order was 5-0. The Order can be found on the FTC’s website and as a link to this press release. (FTC File No. 051-0199; the staff contact is Joe Lipinsky, FTC Northwest Region, Seattle, 206-220-4473; see press release dated November 10, 2010).

Copies of the documents mentioned in this release are available from the FTC’s website at http://www.ftc.gov and from the FTC’s Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, DC 20580. Call toll-free: 1-877-FTC-HELP.

(FYI 1.2011.wpd)

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