Informal Interpretations

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.

Learn more about Informal Interpretations.

Displaying 1 - 20 of 3915

1406007 Informal Interpretation

Staff:
Michael Verne
Rule:
803.12

Response/Comments

We think the gating issue is whether the foreign to foreign deal involves an HSR. If it does, we think the rule would catch what you describe below. If there is no HSR, it's moot of course. KW...

1406005 Informal Interpretation

Staff:
Michael Verne
Rule:
802.50, 802.4

Response/Comments

If the assets being contributed to the JV constitute substantially all of the assets of an operating unit as defined in §802.1(a) or an entire legal entity is being contributed, the sales of those...

1406002 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4, 801.4, 801.14

Response/Comments

Acquired Person (let's call it B) holds 100% of Newco and holds at least 70% of the voting securities of Y, so both Newco and Y are issuers within the person of B. This means that for the 802.4...

1406003 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4

Response/Comments

802.4 is an asset-based exemption, so you need to look at the underlying assets of 8 and any entities it controls (C&D). The value is the FMV of 100% of all of the assets, regardless of the...

1406001 Informal Interpretation

Staff:
Michael Verne
Rule:
802.50

Response/Comments

We agree with your take. We do not consider export sales by a US distributor to be sales in or into the US. We also do not consider imports from a third party contract manufacturer to be sales into...

1405007 Informal Interpretation

Staff:
Michael Verne
Rule:
Form Item 4(c) / 4(d)

Response/Comments

1. If the board appoints a person to a non-officer position, he doesn't become an officer for HSR purposes just because of the board appointment. 2. If a vice president is listed in the by-laws/...

1405008 Informal Interpretation

Staff:
Michael Verne
Rule:
801.12

Response/Comments

We think the distinction here is that the holders of common and preferred stock do vote for the election of the fifth director, even though their choice of who they can vote for (and who they are...

1405005 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4, Continuum

Response/Comments

We think that Individual 1 controlling the GPs of the Funds and the Entities, as well as being a director of Newco negates the exemption for Individual 1, the Funds and the Entities. Continuum is not...

1405003 Informal Interpretation

Staff:
Michael Verne
Rule:
Form Item 5, 802.51

Response/Comments

I think that we have been consistent in saying that a service that is provided outside of the US is not a sale into the US even if the customer is US. I don't think that changes because the...

1405001 Informal Interpretation

Staff:
Michael Verne
Rule:
801.13

Response/Comments

If they enter into the second agreement before they have closed on the accounts receivable from the first agreement, they would have to aggregate and file for both sets of AIR before closing on any...

1403012 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10, 802.30

Response/Comments

I agree that this would not be an assumed liability ___________________________ Unless the acquisition of the additional 50% of the LLC from B is uncertain to occur, the acquisition would be of 100%...

1403010 Informal Interpretation

Staff:
Kathryn Walsh, Michael Verne
Rule:
801.2

Response/Comments

This is still our position. We get all of the information we need on the JVs and it seems burdensome to subject the other 50% holder to filing when nothing is actually being acquired from that holder.

1404010 Informal Interpretation

Staff:
Michael Verne
Rule:
802.1, 15 USC 18a(c)(1) – 7A(c)(1)

Response/Comments

The acquisition of an undivided interest in real property (i.e., the power plant) is itself treated as a real property acquisition, so it would not fit into any of the sections of 802.1. It also does...

1404008 Informal Interpretation

Staff:
Michael Verne
Rule:
802.1. 15 USC 18a(c)(1) – 7A(c)(1)

Response/Comments

No - I don't see any section of 802.1 that applies. If they were unproductive, they could be covered by 802.2(c). 7A(c)(1) would not apply, because we have limited the use of the statutory...

Pages