A proposed acquisition valued at $120 million (2019 thresholds) between two companies passes the size-of-transaction test under the HSR Act. If the acquired party had annual net sales of $18 million and the acquiring party had $170 million, which further test must be considered before filing?

AOnly the size-of-transaction test applies; no further action required
BThe size-of-person test applies, and both must meet specified thresholds✓ Correct answer
CThe waiting period is waived for deals under $200 million
DThe parties can close immediately upon agreement

Explanation

Why B — The size-of-person test applies, and both must meet specified thresholds

Using the stated 2019 thresholds, a $120 million deal fell between the lower and upper size-of-transaction thresholds, so the size-of-person test also applied: one person had to meet the higher size threshold and the other the lower threshold. The acquiring person's $170 million did not meet the 2019 higher threshold, so the facts would not produce a filing obligation absent another basis.

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