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GT Alert

Hart-Scott-Rodino Rule Changes: Filing and Fee Thresholds, Non-Corporate Entities and the Form

January 2006

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The Federal Trade Commission (FTC) has adopted several new rules which affect when a Hart-Scott-Rodino (HSR) filing has to be made and the HSR form.

The Federal Trade Commission (FTC) has adopted several new rules which affect when a Hart-Scott-Rodino (HSR) filing has to be made and the HSR form.

Thresholds. Effective February 17, 2006, the thresholds in the HSR rules will be adjusted for increases in the gross national product. The rule changes will affect when a filing has to be made and the amount of the filing fee, in part.

Under the new rules, the minimum size of a transaction for which a filing must be made will be $56.7 million, an increase from $53.1 million. The size of a transaction is measured in accordance with HSR rules, which value transactions differently depending on whether stock or assets are purchased.

The minimum filing fee will remain at $45,000; it will increase to $125,000 if a transaction is valued at $113.4 million, and to $280,000 for a transaction valued at $567 million or more.

Non-Corporate Entities. The FTC has also issued new rules on transactions involving non-corporate entities, such as LLCs and partnerships.

One rule requires a filing if 50 percent or more of an unincorporated entity is purchased. Under the old rules, a filing was only required when 100 percent was purchased. The new rules also require aggregation of separate purchases of non-corporate entities from the same parent.

The Form. The HSR form that is submitted to the government has been modified to permit a reference to a web site for SEC documents rather than filing an actual copy of the documents. This will reduce the amount of paper produced with a filing involving a public company.

Effective January 30, 2006, the base year for which revenues need to be supplied will be changed from 1997 to 2002.


This Alert was written by Shirley Z. Johnson, National Chair, Antitrust and Trade Regulation. Please contact Ms. Johnson in the Washington, D.C. office or your Greenberg Traurig liaison, if you have any questions regarding the subject matter of this GT Alert.

© 2006 Greenberg Traurig

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This GT ALERT is issued for informational purposes only and is not intended to be construed or used as general legal advice. Greenberg Traurig attorneys provide practical, result-oriented strategies and solutions tailored to meet our clients’ individual legal needs.