Thresholds Apply to Clayton Act Premerger Notification Filings and Interlocking Directorates

The Federal Trade Commission (FTC) announced on Jan. 28, 2020, that the “size-of transaction threshold” for reporting proposed mergers and acquisitions for 2020 under Section 7A of the Clayton Act will adjust from $90 million to $94 million (see page 2). The FTC revises these figures each year based on changes in the nation’s gross national product.

The 2020 thresholds under Section 8 of the Clayton Act that trigger prohibitions on certain interlocking memberships on corporate boards of directors are $38,204,000 for Section 8(a)(l ) and $3,820,400 for Section 8(a)(2)(A), the commission stated (see page 3).

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 become effective upon publication in the Federal Register. A complete listing of current thresholds can be found on the FTC’s website, and will be updated once the revised thresholds are published in the Federal Register.

However, you may download a PDF of this article with the accompanying Federal Register notices now.

The votes to approve the Federal Register notices announcing the threshold revisions were both 5-0.