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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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FTC Announces Increased HSR Thresholds


Time to Read: 1 minutes Practices: Antitrust

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The Federal Trade Commission has announced revised jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“the Act”), as amended. The new thresholds under the Act represent an approximately 6.5% increase from last year, when the thresholds were increased over 2012 thresholds based on changes in the gross national product.

Transactions closing on or after February 24, 2014 will be subject to the following revised thresholds:

  • Size-of-Transaction Test: The $50 million (as adjusted) threshold used in the size-of-transaction test will increase from $70.9 million to $75.9 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 increase from $14.2 million to $15.2 million and from $141.8 million to $151.7 million, respectively. The $200 million (as adjusted) threshold, below which the size-of-persons test applies, will increase from $283.6 million to $303.4 million.
  • Filing Fees: The filing fees under the Act are not revised under these changes, but the filing thresholds based upon the value of assets or voting securities which trigger each fee will be revised as follows:

    Value of Transaction Filing Fee
    In excess of $75.9 million but less than $151.7 million
    (previously $70.9 million to $141.8 million)
    $45,000
    $151.7 million or greater but less than $758.6 million
    (previously $141.8 million to $709.1 million)
    $125,000
    $758.6 million or more
    (previously $709.1 million or more)
    $280,000

Other value limitations contained in the HSR coverage and exemption rules have also been adjusted.

The revised jurisdictional thresholds will remain in effect until the next adjustment issued by the FTC, which is expected in the first quarter of 2015.

For additional information regarding HSR jurisdictional thresholds and reporting requirements, please feel free to contact any member of Ropes & Gray’s antitrust practice group.
 

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