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 3944

1409002 Informal Interpretation

Staff:
Michael Verne
Rule:
15 USC 18a(c)(9) - 7A(c)(9), 802.9 and 801.15(b)

Response/Comments

If Person X intends to pursue an acquisition of the entire company, the 7A(c)(9) exemption would not apply. 801.15(b) would require aggregation of the stock already held because of the clause "...

1409001 Informal Interpretation

Staff:
Michael Verne
Rule:
803.12

Response/Comments

Example 4 to 803.12 covers this. The filing is deemed to be withdrawn when the tender offer is withdrawn, but the acquiring person can refile without a new filing fee on the merger.

1408006 Informal Interpretation

Staff:
Michael Verne
Rule:
NAICS Codes

Response/Comments

Owned restaurant revenues would be reported under the restaurant code (e.g., 722513). Franchising revenues would be reported under: 533110 - Franchise agreements, leasing, selling or licensing,...

1408004 Informal Interpretation

Staff:
Michael Verne
Rule:
Size-of-Transaction & Non-reportable transactions

Response/Comments

All correct You are not able to file on a non-reportable transaction (60% valued at less than $75.9 million), however, we take the position that if you have a stepped transaction with a commitment to...

1408003 Informal Interpretation

Staff:
Michael Verne
Rule:
Correct filing entity

Response/Comments

We would allow a filing in the alternative here. We think you are saying that Corp. B is a holding company that currently only holds a minority interest in Opco LLC. If that is the case, we would say...

1407005 Informal Interpretation

Staff:
Michael Verne
Rule:
Form Items 1(e), 1(f) and 4

Response/Comments

They can do one form with the acquired entity filing on behalf of both UPEs in Items 1(e) and 1(f). Only the financials for the acquired entity need to be submitted in response to Item 4.

1407003 Informal Interpretation

Staff:
Michael Verne
Rule:
802.9

Response/Comments

1. Neither shareholder can claim the exemption 2. While we would not view the filing of a Schedule 13-G with the SEC as dispositive in claiming the solely for purpose of investment it may be one...

1407002 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1(b), 801.1(c)

Response/Comments

I think this is still right, except in the case of certain "closely held" 401(k) plans (generally for the benefit of one or a very few individuals, e.g., family). We have seen instances of...

1407001 Informal Interpretation

Staff:
Michael Verne
Rule:
801.11(e), 801.1

Response/Comments

1. Correct- 801.11(e) says "securities" not "voting securities". We have interpreted this to mean voting and non-voting securities, as well as non-corporate interests. 2. Agree KW...

1406019 Informal Interpretation

Staff:
Michael Verne
Rule:
Brokerage Statements / Investment Account Statements

Response/Comments

Not regularly prepared (Redacted). It can be something that' s prepared internally (the language you quote), but not tax documents and not something prepared in the context of a transaction...

1406017 Informal Interpretation

Staff:
Michael Verne
Rule:
Joint Venture (JV) Formation

Response/Comments

06/26/2014 Group A- We agree no filing required for these steps under continuum Group B - We agree, file for the formation of Aggregator with C as the acquiring person

1406018 Informal Interpretation

Staff:
Michael Verne
Rule:
Distribution from Blind-Pool Funds

Response/Comments

(Redacted) - We agree - the decision to distribute shares rather than cash is completely out of the control of the investor and at the discretion of the fund. We'd also be surprised if the...

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