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DOJ Unveils New Policies to Incentivize Responsible Corporate Citizenship and Deter Wrongdoing

On September 15, 2022, before an audience at NYU School of Law that included the Director of the SEC’s Enforcement Division Gurbir Grewal, U.S. Attorneys for the Southern District of New York and District of New Jersey, and several line prosecutors, Deputy Attorney General Lisa O. Monaco announced important changes to corporate criminal enforcement. These changes are the result of ongoing study by the DOJ’s Corporate Crime Advisory Group, a group of DOJ experts tasked with a review of corporate enforcement efforts, which Monaco first publicized last October. During her most recent remarks, Monaco emphasized that the DOJ will implement a combination of incentives and deterrents to “make the business case for responsible corporate behavior” and shift the burden of corporate financial penalties away from shareholders. The Department also released an accompanying memorandum further describing the changes. Monaco’s remarks make clear that the DOJ is taking concrete steps to accompany the more aggressive prosecutorial stance against corporate crime that it adopted last October.

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HSR Thresholds Decrease


Time to Read: 1 minutes Practices: Antitrust, Private Equity

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The Federal Trade Commission has announced lower thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Act”) for transactions closing on or after February 22, 2010. The new thresholds reflect a roughly 3% decrease to the thresholds currently in effect.

The changes, which are authorized by amendments to the Act in 2000, are based on changes in the gross national product, and reflect the first decrease of the thresholds under the Act.

  • Size-of-Transaction Test. The $50 million (as adjusted) threshold used in the size-of-transaction test will decrease from $65.2 million to $63.4 million.
  • Size-of-Persons Test. The $10 million (as adjusted) and $100 million (as adjusted) sales and assets thresholds used in the size-of-persons test will decrease from $13 million to $12.7 million and from $130.3 million to $126.9 million, respectively.
    The $200 million (as adjusted), threshold, below which the size-of-persons test applies, will decrease from $260.7 million to $253.7 million.  
  • Filing Fees. Filing fee thresholds based upon the value of the voting securities or assets to be held as a result of the acquisition will be revised as follows:

Value of Transaction

Filing Fee

$63.4 to $126.9 million
(previously $65.2 to $130.3 million)

$45,000

$126.9 to $634.4 million
(previously $130.3 to $651.7 million)

$125,000

$634.4 million or more
(previously $651.7 million or more)

$280,000

 

If you have questions or would like more information, please contact one of the attorneys listed above or the Ropes & Gray attorney that usually advises you.

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