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 4541
Date
Rule
802.9
We agree with #1. As to #2, as you are in possession of all the facts related to this inquiry, you will need to make the final call and be prepared to defend any decision not to file and observe the...
File
Original Image - 2306006 Informal Interpretation
(204.62 KB)
Date
Rule
7A(c)(10)
As long as the percentage is the same or lower at the end of the day, we agree.
File
Original Image - 2306001 Informal Interpretation
(154.46 KB)
Date
Rule
801.30, 803.12
Yes, that is correct. Thanks for checking.
File
Original Image - 2306003 Informal Interpretation
(131.76 KB)
Date
Rule
Item 4
We prefer to have the original and the translation in the same attachment, with a note in the attachment description stating that the translation is appended at the end of the original document. Thank...
File
Original Image - 2306004 Informal Interpretation
(163.62 KB)
Date
Rule
801.30
Confirmed.
File
Original Image - 2306002 Informal Interpretation
(137.51 KB)
Date
Rule
801.12
Yes, these would be considered “voting securities.” The 801.12 calculation is not affected by a voting agreement.
File
Original Image - 2305008 Informal Interpretation
(168.46 KB)
Date
Rule
Item 8
You are correct.
File
Original Image - 2305009 Informal Interpretation
(155.34 KB)
Date
Rule
803.7, 802.50
We disagree. Your filing will cover whatever exclusive licenses will become effective during the year after filing. Any licenses that become effective after that are potentially reportable.
File
Original Image - 2305006 Informal Interpretation
(226.19 KB)
Date
Rule
802.30
Since the acquisition of the additional 49% is certain to occur, you must evaluate the acquisition of 100% of Corporation B for reportability now.
File
Date
Rule
801.2
We agree. Please reference each filing in the other and provide an explanation of the circumstances similar to the one in the email.
File
Original Image - 2305005 Informal Interpretation
(295.35 KB)
Date
Rule
801.2
You may use the name of the to-be-formed entity in the form, and just explain as you describe below.
File
Original Image - 2305003 Informal Interpretation
(148.42 KB)
Date
Rule
Item 4
Confirmed.
File
Original Image - 2305007 Informal Interpretation
(168.51 KB)
Date
Rule
Item 6(a)
If this is a filing for the acquired person, you should list the acquired entity and all entities within it, not all the subsidiaries of the acquired person.
File
Original Image - 2305004 Informal Interpretation
(131.38 KB)
Date
Rule
801.10
If you can estimate the value of the earnout now, you have a determined acquisition price. If you can’t, you have to do a fair market value.
File
Date
Rule
801.10
Based upon the facts you have provided, we believe that this falls within 801.10(a)(1)(i). As a result, an FMV will not be necessary.
File
Original Image - 2304001 Informal Interpretation
(155.29 KB)
Date
Rule
Item 4(b)
Yes.
File
Original Image - 2304003 Informal Interpretation
(148.01 KB)
Date
Rule
Item 6(a)
Report all controlled US entities, regardless of whether they have sales in or into the US (subject to the $10MM threshold you reference below). For more guidance, see https://www.ftc.gov/enforcement...
File
Original Image - 2303003 Informal Interpretation
(179.36 KB)
Date
Rule
801.10
It’s the basic percentage of both entities.
File
Original Image - 2303004 Informal Interpretation
(312.35 KB)