FTC Announces New Thresholds for Clayton Act Antitrust Reviews for 2015

Annual Update of Thresholds for Premerger Notification Filings and Interlocking Directorates

For Your Information

The Federal Trade Commission has revised the thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under Section 7A of the Clayton Act. The FTC also revised the thresholds that trigger prohibitions on certain interlocking directorates under Section 8 of the Clayton Act.

The Hart-Scott-Rodino Antitrust Improvements Act, Section 7A of the Clayton Act, requires companies proposing a merger or acquisition to notify federal authorities if the size of the parties involved and the value of a transaction exceeds certain filing thresholds, absent an applicable exemption. The FTC revises the thresholds set forth in the HSR Act annually, based on the change in gross national product. For 2015, the size-of-transaction threshold for reporting proposed mergers and acquisitions subject to antitrust enforcement will increase from $75.9 million to $76.3 million

The Clayton Act requires the FTC to revise the thresholds that trigger a prohibition preventing companies from having interlocking memberships on their corporate boards of directors under Section 8. The thresholds are adjusted annually, based on the change in gross national product. The new 2015 thresholds for the Act’s prohibition on interlocking directorates are $31,084,000 for Section 8(a)(l ) and $3,108,400 for Section 8(a)(2)(A). A full listing of current thresholds can be found on the FTC’s website, which will be updated once the revised thresholds are published in the Federal Register.

The votes to approve Federal Register notices announcing the threshold revisions were both 5-0. The revised thresholds under Section 7A of the Clayton Act 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. The thresholds for Section 8 of the Clayton Act became effective upon publication in the Federal Register. (FTC File No. P859910; the staff contact for Section 7A is Robert Jones, Bureau of Competition, 202-326-3100; the staff contact for Section 8 is James Mongoven, Bureau of Competition, 202-326-2879.)

The FTC’s Bureau of Competition works with the Bureau of Economics to investigate alleged anticompetitive business practices and, when appropriate, recommends that the Commission take law enforcement action. To inform the Bureau about particular business practices, call 202-326-3300, send an e-mail to antitrust{at}ftc{dot}gov, or write to the Office of Policy and Coordination, Bureau of Competition, Federal Trade Commission, 600 Pennsylvania Ave., N.W., CC-5420, Washington, DC 20580. To learn more about the Bureau of Competition, read Competition Counts. Like the FTC on Facebook, follow us on Twitter, and subscribe to press releases for the latest FTC news and resources.

Contact Information

MEDIA CONTACT:
Betsy Lordan
Office of Public Affairs
202-326-3707