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 201 - 220 of 3915

1205015 Informal Interpretation

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

Response/Comments

1. We have drawn a bright line on drafts submitted to the entire board of the person filing notification or the entire board of a sub (probably the acquisition vehicle), not a single director. Also...

1205016 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4

Response/Comments

- I agree with your analysis The buyer needs to take into account the intangibles when doing a FMV. The acquisition is of an ongoing business, so these intangibles add value to the business. K Walsh...

1205016 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4

Response/Comments

- I agree with your analysis The buyer needs to take into account the intangibles when doing a FMV. The acquisition is of an ongoing business, so these intangibles add value to the business. K Walsh...

1205015 Informal Interpretation

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

Response/Comments

1. We have drawn a bright line on drafts submitted to the entire board of the person filing notification or the entire board of a sub (probably the acquisition vehicle), not a single director. Also...

1205013 Informal Interpretation

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

Response/Comments

- If a document is responsive to both just list it once in 4(c). You can footnote the fact that it is also responsive to 4(d) if you wish. Only provide one copy of the document.

1205014 Informal Interpretation

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

Response/Comments

- We think this falls squarely under Item 4(d)(ii), assuming it is not over a year old. If it is older than one year, even though it is arguably not responsive to 4(c) because there was no deal on...

1205014 Informal Interpretation

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

Response/Comments

- We think this falls squarely under Item 4(d)(ii), assuming it is not over a year old. If it is older than one year, even though it is arguably not responsive to 4(c) because there was no deal on...

1205013 Informal Interpretation

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

Response/Comments

- If a document is responsive to both just list it once in 4(c). You can footnote the fact that it is also responsive to 4(d) if you wish. Only provide one copy of the document.

1205009 Informal Interpretation

Staff:
Michael Verne
Rule:
802.65

Response/Comments

- This sounds vaguely like the other transaction you had a few weeks ago with a control issue involving 802.65. In this scenario, however, you made it clear that the overarching rationale behind the...

1205010 Informal Interpretation

Staff:
Michael Verne
Rule:
801.2, 802.4, 801.10, 801.13

Response/Comments

- Is the 49% interest in Target LLC the only holding of D Corp.? If so, the acquisition of the voting securities of D Corp. is exempt under 802.4. If the value of the assets of X Corp. is less than $...

1205010 Informal Interpretation

Staff:
Michael Verne
Rule:
801.2, 802.4, 801.10, 801.13

Response/Comments

- Is the 49% interest in Target LLC the only holding of D Corp.? If so, the acquisition of the voting securities of D Corp. is exempt under § 802.4. If the value of the assets of X Corp. is less than...

1205009 Informal Interpretation

Staff:
Michael Verne
Rule:
802.65

Response/Comments

- This sounds vaguely like the other transaction you had a few weeks ago with a control issue involving 802.65. In this scenario, however, you made it clear that the overarching rationale behind the...

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