Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.
Displaying 1 - 20 of 4450
Date
Rule
801.1
Based upon your description, we agree that the Trust should be treated as a non-corporate entity, as described in your second analysis.
File
Date
Rule
801.10, 802.51
We can confirm that the board of the acquiring person must determine the fair market value of the assets in good faith based on the business realities of the acquisition. As we have stated before, the...
File
Original Image - 2202001 Informal Interpretation
(318.44 KB)
Date
Rule
803.9, 801.10
Each of A and B would determine its acquisition price for 50% of the NCIs of the target in accordance with 801.10(d), and determine its fee accordingly.
File
Original Image - 2202005
(275.36 KB)
Date
Rule
801.1, 801.10
It appears that B and D each have the right to 75% and 25% of the profits / assets upon dissolution of C, respectively. If that is indeed the case, then B is the UPE of C and the acquired person...
File
Date
Rule
7A(c)(10)
Assuming that the SPAC only holds cash, we agree.
File
Original Image - 2202003 Informal Interpretation
(271.02 KB)
Date
Rule
801.10
We disagree. The description below contemplates the acquisition of 100% of two entities; the fact that there are multiple sellers does not factor into the analysis here (other than potentially with...
File
Original Image - 2202006
(267.53 KB)
Date
Rule
801.10, 801.90
You are correct that only the acquisition of voting securities (those securities that have the right to elect the board of directors) is reportable. The valuation must be made consistent with Rule 801...
File
Original Image - 2201002
(326.45 KB)
Date
Rule
803.7
Based upon the description below, Mr. X can file for the 50% threshold, buy at least one share after the termination of the waiting period, and use 803.7. If Up-C has the good faith intention of...
File
Original Image - 2201003 Informal Interpretation
(783.12 KB)
Date
Rule
802.2
We agree that the acquisition of the flea market assets are exempt, but disagree that the other assets you characterize as “incidental” are exempt and you should value them.
File
Original Image - 2112004 Informal Interpretation
(237.75 KB)
Date
Rule
801.21, 801.10
Yes, since the cash that remains will be consideration for the sellers, it should be included in the size of transaction.
File
Original Image - 2112003 Informal Interpretation
(191.51 KB)
Date
Rule
801.1
Confirmed.
File
Original Image - 2112001 Informal Interpretation
(212.19 KB)
Date
Rule
Item 4(c)
The obligation to submit item 4(c) documents continues until the day the parties file. You don’t have to submit the Purchase Agreement because you filed based on a LOI.
File
Original Image - 2112005 Informal Interpretation
(228.37 KB)
Date
Rule
Item 4(c)
The obligation to submit item 4(c) documents continues until the day the parties file. You don't have to submit the Purchase Agreement because you filed based on a LOI.
File
Date
Rule
801.1
Pursuant to Rule 801.1(b), any person that has the right to designate (remove and replace) 50% or more of the trustees controls the trust. Pursuant to Rule 801.1(c)(3), settlors control revocable...
File
Original Image - 2111003 Informal Interpretation
(299.64 KB)
Date
Rule
Item 4(c)
Thank you for asking. You may submit Excel files as well, and should, if the Excel file does not print to PDF in a readable fashion.
File
Original Image - 2111005 Informal Interpretation
(102.53 KB)
Date
Rule
Item 6(b)
Yes, that is correct. Depending on whether or not the trusts are revocable, the grantor holds a reversionary interest, or someone has the right to remove and replace 50% or more of the trustees, you...
File
Original Image - 2111002 Informal Interpretation
(208.39 KB)
Date
Rule
802.2
We agree with your analysis.
File
Original Image - 2111004
(227.37 KB)
Date
Rule
802.35
We agree that this is exempt.
File
Original Image - 2111001 Informal Interpretation
(205.66 KB)
Date
Rule
801.11
Use the full market value, without regard to a mortgage.
File
Original Image - 2110005 Informal Interpretation
(131.34 KB)