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 21 - 40 of 4541
Date
Rule
7A(c)(1)
We agree.
File
Original Image - 2303006 Informal Interpretation
(169.65 KB)
Date
Rule
801.1
Confirmed.
File
Original Image - 2303002 Informal Interpretation
(207.35 KB)
Date
Rule
801.10, 803.9
Please see answers below in bold.
File
Original Image - 2303005 Informal Interpretation
(185.27 KB)
Date
Rule
801.15
You are correct.
File
Original Image - 2303007 Informal Interpretation
(175.09 KB)
Date
Rule
Item 3a
Since the switch to electronic filings, our preference has been to have a separate complete filing for each UPE in these situations. Please indicate in item 3a of each filing that it is related to the...
File
Original Image - 2303001 Informal Interpretation
(181.35 KB)
Date
Rule
803.9
Based upon the facts you have provided, the SOT would be $495 million and the fee would be $100,000. Please describe the entire scope of the transaction in Item 3(a), though.
File
Original Image - 2302002 Informal Interpretation
(150.78 KB)
Date
Rule
801.10
Confirmed.
File
Original Image - 2302001
(161.33 KB)
Date
Rule
803.9
If you determine that a transaction is reportable, the filing fee should be based on the filing fee threshold that is in effect at the time of filing.
File
Date
Rule
Item 2, 801.30
For Item 2(d)(iii), please include the range that most accurately describes the size of the transaction that is being reported. The fee would be based on that range and the fee schedule in effect on...
File
Original Image - 2301005 Informal Interpretation
(183.46 KB)
Date
Rule
801.40, 801.50
Based on the description you have provided, we view the JV’s acquisition of Party A’s assets as separate from the formation, thus the JV’s acquisition of Party A’s assets may be reportable.
File
Original Image - 2301003 Informal Interpretation
(177.46 KB)
Date
Rule
Item 3
We agree.
File
Original Image - 2301001 Informal Interpretation
(172.14 KB)
Date
Rule
801.10
The fair market value must be determined in good faith by the board of directors of the UPE of the acquiring person (or the board’s designee) within sixty days of filing or, if no filing is required...
File
Original Image - 2301007 Informal Interpretation
(211.39 KB)
Date
Rule
801.10
Confirmed that there is a determined acquisition price under these facts.
File
Date
Rule
802.2
The pipeline payment counts toward the $5MM figure, but the insurance payment does not.
File
Original Image - 2301006 Informal Interpretation
(189.62 KB)
Date
Rule
801.10
As you are in possession of all the facts related to this inquiry, you will need to make the final call as to the valuation of the voting securities and be prepared to defend any decision not to file...
File
Original Image - 2301008
(189.7 KB)
Date
Rule
801.1, 801.2
Thank you for checking in. We believe that there are some issues with the analysis: Trustees are not generally ultimate parent entities. Since this is a revocable trust, the grantor(s) would be deemed...
File
Original Image - 2301004 Informal Interpretation
(219.98 KB)
Date
Rule
802.4
We agree.
File
Original Image - 2212001 Informal Interpretation
(150.73 KB)
Date
Rule
801.2
The transaction that you’ve described should be reported as a series of acquisitions.
File
Original Image - 2212003 Informal Interpretation
(312.33 KB)
Date
Rule
801.2
Per Rule 801.2(f), only acquisitions of non-corporate interests that result in the acquiring person acquiring control of the non-corporate entity are reportable. Therefore, if control, as defined in...
File
Date
Rule
Item 4(b)
You can rely on the financials of Company B. Include a stipulation in your form if Company B’s financials are not sufficient for size of person.
File
Original Image - 2211001 Informal Interpretation
(150.87 KB)
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