Congress Overhauls Merger Submitting Charges and Thresholds

Congress has handed—and President Biden is anticipated to signal into legislation at the moment—the Merger Submitting Charge Modernization Act, which can considerably change antitrust merger notification laws beneath the Hart-Scott-Rodino Act (HSR Act), 15 U.S.C. § 18a.

Included within the modifications 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 modifications will go into impact in 2023. We are going to replace when we’ve got extra readability on timing.

Along with the submitting payment modifications, the laws imposes a brand new obligation to report with an HSR submitting data on international subsidies from sure international 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 can require extra substantive disclosures of knowledge to help within the company evaluation course of. Total, the laws and anticipated proposed modifications to the HSR type, in addition to the anticipated new Merger Tips, probably will considerably change HSR apply shifting 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 charges will probably be adjusted yearly firstly of every 12 months.

For an understanding of how this laws modifications the prior threshold and payment framework, the next desk exhibits the impression 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