February 2, 2018

Harbingers of Spring: The New HSR Thresholds Are Here!

Today’s “Groundhog Day,” and while Pennsylvania awaits Punxsutawney Phil’s verdict, other parts of the nation will soon be looking for their own signs that spring is on the way.  Whether it’s the swallows coming back to Capistrano or the buzzards returning to Hinckley, everyone has their own harbinger of spring.

Here at, we know for sure that spring’s coming when the law firm memos about the FTC’s new HSR filing thresholds for the year start to arrive.  The swallows may not fly back to Capistrano on that day – but the client memos sure do fly out of America’s law firms by the hundreds!

This Davis Polk memo was the first one to hit my inbox this year. Here’s the intro:

Today, the Federal Trade Commission (FTC) announced revised Hart-Scott-Rodino Act (HSR) reporting thresholds under which transactions will be reportable only if, as a result of such transaction, the acquiring person will hold voting securities, assets, or non-corporate interests valued above $84.4 million, compared to $80.8 million in 2017. The newly adjusted HSR thresholds will apply to all transactions that close on or after the effective date, which is expected to be in late-February (the exact date will depend on when the changes are published in the Federal Register).

The FTC also announced revised thresholds above which companies are prohibited from having interlocking memberships on their boards of directors under Section 8 of the Clayton Act. The new Interlocking Directors thresholds are $34,395,000 for Section 8(a)(1) and $3,439,500 for Section 8(a)(2)(A). The new Section 8 thresholds become effective upon publication in the Federal Register.

John Jenkins