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 41 - 60 of 3908

1401001 Informal Interpretation

Staff:
Michael Verne
Rule:
801.12

Response/Comments

Yes- you would treat the multiple classes voting together as a single class for 801.12. So in your case, there are four classes of stock: A+B (1 director), C+D (2 directors), Common (1 director), and...

1312007 Informal Interpretation

Staff:
Michael Verne
Rule:
802.51

Response/Comments

We have never allowed any grace period for 802.51. The rule says "in its most recent fiscal year". It's different for size of person because the rule specifically says not more than 15...

1312008 Informal Interpretation

Staff:
Michael Verne
Rule:
801.2

Response/Comments

We look at the primary acquisition (of Target) as preceding the backside acquisitions (members of Target acquiring interests in Holdco LLC). So Fund A still controls at the time the Target interests...

1312005 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1

Response/Comments

1) If B is acquired directly by A, there is no acquiring person, so not reportable. 2) If B is acquired by a sub of A that is not itself an agency of the state, the sub would be its own UPE and the...

1311009 Informal Interpretation

Staff:
Janice Johnson
Rule:
801.10

Response/Comments

Yes, you would include the cash. The parties are adjusting the purchase price to $72 million because they didn't take the cash on hand into account when they agreed on $70 million. M Verne...

1311008 Informal Interpretation

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

Response/Comments

We historically have not exempted acquisitions other than of portfolios of financial instruments (e.g., loans, leases, servicing rights) under 7A(c)(1). The only exception for real property is if a...

1311002 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1(f). 801.2

Response/Comments

Our current position is that X is still getting an exclusive license for a specific indication in the U.S. geographic market. Y is retaining the right to manufacture the product for the non-US...

1311003 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1(q)

Response/Comments

No - it is still exclusive. It has long been and continues to be our position that the retention of co-development and co-promotion rights does not defeat the exclusivity of the license. Your cite to...

1310008 Informal Interpretation

Staff:
Michael Verne
Rule:
801.15(d), 802.50, 802.51

Response/Comments

For the sales in or into the US test: under 801.15(d) you would have to aggregate the US sales of any foreign assets being acquired from A, B and C with the US sales of FI A and FI B. For the assets...

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