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Antitrust Group


Sonnenschein Nath & Rosenthal LLP


www.sonnenschein.com


Federal Trade Commission Revises Hart
Scott Rodino and Interlocking Directorate
Thresholds for 2008

January 29, 2008

The Federal Trade Commission ("FTC") recently announced revised jurisdictional thresholds for reporting
transactions pursuant to the Hart Scott Rodino Antitrust Improvements Act of 1976 ("HSR"), and for
interlocking directorates, which are governed by Section 8 of the Clayton Act.

Changes to the Hart Scott Rodino Process

Filing Threshold

Section 7A of the Clayton Act, which is more commonly known as the HSR Act, requires all persons
contemplating certain mergers, acquisitions, joint ventures and corporate and non-corporate
formations (e.g., LLCs and LPs), which meet or exceed the jurisdictional thresholds in the HSR Act, to
notify the FTC Bureau of Competition and the Department of Justice Antitrust Division and to wait the
statutory 30-day period before consummating the transaction (unless early termination is granted).
Pursuant to the 2000 Amendments to Section 7A, the FTC is required to revise the jurisdictional
thresholds annually based on the change in gross national product. These revised thresholds will take
effect on February 28, 2008 and apply to all transactions that are filed on or after this date.

Not Reportable: No transaction resulting in an acquiring person holding less than $63.1 million of
assets or voting securities of an acquired person will need to be reported under the rules.

Always Reportable: All acquisitions that result in an acquirer holding an aggregate total amount of
the voting securities or assets of the acquired party in excess of $252.3 million will be reportable,
unless otherwise exempted.

"Size of the Person" Test: Acquisitions valued between $63.1 million and $252.3 million are
reportable based on the size of the acquiring person and the size of the acquired person (i.e., "size of
the person test"). Generally, the "size of the person test" will require that one side of the transaction
have sales or assets of at least $12.6 million and the other side have sales or assets of at least
$126.2 million.










Antitrust Group


Sonnenschein Nath & Rosenthal LLP


www.sonnenschein.com

Interlocking Directorates

Section 8 of the Clayton Act prohibits a person from serving as a director or an officer of two competing
organizations if two thresholds are met -- capital, surplus and profits of a certain value; and sales of a certain
level. The thinking is that if competing organizations share officers or directors, there is a high likelihood that
the organizations will not compete with one another, or not compete aggressively.

Pursuant to the 1990 Amendment to Section 8, the FTC is required to revise the Section 8 jurisdictional
thresholds annually based on the change in gross national product. Effective immediately, no person can
serve as a director or officer of two competing organizations if each competitor has capital, surplus, and
undivided profits aggregating more than $25,319,000, except that neither corporation is covered if the
competitive sales of either corporation are less than $2,531,900. Failure to comply with these thresholds
could result in liability under the antitrust laws.

For more information about the subject of this e-Alert, please contact Katie Funk at (202) 408-6347 or
kfunk@sonnenschein.com or your regular Sonnenschein attorney.



The filing fees will remain the same. As of February 28, 2008, the filing fees will apply to the revised
thresholds as follows:

Value of assets or voting securities to be held
Fee Amount

greater than $63.1 million but less than $126.2 million $45,000

$126.2 million or greater but less than $630.8 million $125,000

$630.8 million or greater

$280,000

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