Extract the facts used to test an HSR filing

Key facts

Human involvement

Yellow · Close supervision

How AI is used

From the acquisition papers, record the acquiring person and the acquired person, whether the file calls the deal a tender offer and whether it calls that offer a cash tender offer, and the voting securities, assets, annual net sales, and total assets the papers use. Do not decide that a filing is required, and do not complete a form.

What the lawyer must review

The lawyer decides whether 15 USC 18a requires a filing and completes any Notification and Report Form. Except as exempted under subsection (c), no person shall acquire voting securities or assets of another person unless both persons, or in a tender offer the acquiring person, file notification under the rules and the waiting period in subsection (b)(1) has expired, if the commerce test in subsection (a)(1) is met and the size test in subsection (a)(2) is met. The statute's base figures are an amount in excess of $200 million, or an amount in excess of $50 million but not in excess of $200 million together with the size-of-person tests that use $10 million and $100 million. The FTC thresholds page states that the 2026 adjusted thresholds take effect on 17 February 2026: $535.5 million for 7A(a)(2)(A); $133.9 million and $535.5 million for 7A(a)(2)(B)(i); and $26.8 million and $267.8 million for the size-of-person rows 7A(a)(2)(B)(ii)(I), (II), and (III). The lawyer applies those adjusted figures in the places the statute uses the corresponding base figures, including the manufacturing and non-manufacturing distinction in subsection (a)(2)(B). The FTC program page says the parties to certain proposed transactions must submit premerger notification by completing an HSR Form, also called a Notification and Report Form for Certain Mergers and Acquisitions. The form itself was not opened. There is no waiver form on the pages that were opened.

Written for / version

United States versionUS