USA Law and Practice Contributed by: Bradley Justus, Lisl Dunlop, Josh Jowdy and Sandhya Taneja, Axinn, Veltrop & Harkrider LLP
indirectly (the ”Acquiring Person”), and the UPE of the acquired party, together with all entities it controls directly or indirectly (the “Acquired Person”). Minority Acquisitions Minority acquisitions of corporate voting securi - ties – even small percentages – may be report - able if they meet the HSR thresholds and no exemption applies. In contrast, acquisitions of interests in non-corporate entities (such as lim - ited liability companies or partnerships) are only reportable if the acquisitions confer control. 2.5 Jurisdictional Thresholds Three jurisdictional tests determine whether a transaction is within the scope of the HSR Act: • the commerce test; • the “size-of-transaction” test; and • the “size-of-person” test. HSR thresholds are adjusted annually based on changes in the US gross national product. The revised thresholds are typically announced by the FTC in January and take effect 30 days later. The following discussion is based on the thresh - olds in effect from February 2025. Commerce Test The commerce test is met if either party is engaged in commerce or any activity affecting commerce; therefore, nearly all transactions will The size-of-transaction test is met if, as a result of the transaction, the Acquiring Person will hold voting securities, assets or non-corporate inter - ests of the Acquired Person valued in excess of USD126.4 million. In general, the size of the transaction includes the present value of any vot - satisfy the commerce test. Size-of-Transaction Test
ing securities and non-corporate interests of the Acquired Person already held by the Acquiring Person. For asset acquisitions, the size of trans - action includes the present value of any assets acquired from the Acquired Person within the previous 180 days and the present value of any assets of the Acquired Person to be acquired pursuant to a letter of intent executed in the pre - ceding 180 days. Depending on the transaction structure, valuing the size of a transaction can be complex. See 2.6 Calculations of Jurisdictional Thresholds . Size-of-Person Test The size-of-person test is applicable for transac - tions valued at more than USD126.4 million but not more than USD505.8 million. Transactions valued at more than USD505.8 million will be subject to HSR notification without regard to the size of the parties if no exceptions apply. In general, the size-of-person test is met if one of the persons involved in the transaction has USD252.9 million or more in annual net sales or total assets, and the other has USD25.3 million or more. If the acquired person is not engaged in manufacturing, only its total assets are consid - ered, unless its total sales are USD252.9 million or more. There also are specific size-of-person rules applying to joint venture formations. Jurisdictional Test for State HSR Filing Assuming the HSR thresholds are met and no exemption applies, under UAPNA laws, parties must file their HSR filings in the relevant state if they have their principal place of business in the state or derive revenue from activities in the state of at least 20% of the HSR filing threshold (this would currently equate to USD25.3 million). As of May 2025, the UAPNA has only been adopted by Washington state.
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