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.

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Displaying 21 - 40 of 3924

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.

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...

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...

1404007 Informal Interpretation

Staff:
Michael Verne
Rule:
801.30

Response/Comments

1. If the CTO is for 50°/o or more, only one 15 day waiting period 2. 15 days 3. One filing, one filing fee (based on the total value of the 80% tendered plus the preferred voting), describe both...

1404006 Informal Interpretation

Staff:
Michael Verne
Rule:
15 USC 18a(c)(1) - 7A(c)(1) – NOT 802.1

Response/Comments

Although we are comfortable with exiting one type of business, but remaining in another related line, in the context of financial instruments like loans and leases, we are not with other types of...

1404002 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1

Response/Comments

We don't think Corporate Officer holds the shares of Company A in either trust. We are assuming, although it is not specifically stated, that both trusts are irrevocable and that Corporate...

1403009 Informal Interpretation

Staff:
Michael Verne
Rule:
Form Item 5

Response/Comments

1. The revenues from graphic design services that are provided outside of the US would not be reported in Item 5 even if the customer is located in the US. 2. Non-manufacturing revenues derived from...

1403011 Informal Interpretation

Staff:
Michael Verne
Rule:
802.9

Response/Comments

All four of these are inconsistent with 802.9. We have set a bright line that holding more than 10% of a competitor either by the target (of a competitor of the acquiring person) or the acquiring...

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