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 101 - 120 of 3929

1304012 Informal Interpretation

Staff:
Michael Verne
Rule:
801.2, 801.1(2)

Response/Comments

Not an asset acquisition for HSR purposes. KW concurs.

1304013 Informal Interpretation

Staff:
Michael Verne
Rule:
803.5, 803.7

Response/Comments

We are OK with the filing being made now on an affidavit that states that the parties believe that the put or call option is expected to be exercised. They can get around the timing issue by filing...

1304007 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1(b)

Response/Comments

A2 is acquiring a controlling interest in the LLC. Rights to profits are variable, but rights to assets upon dissolution are fixed (A1 -51% and A2 - 49% pre-acquisition) and {A1- 25o/o and A2- 75%...

1304004 Informal Interpretation

Staff:
Michael Verne
Rule:
802.9

Response/Comments

If the investment is 10% or less and completely passive, the exemption is available. If more than 10% but less than 50%, it would need more analysis, but the presumption that this investment defeats...

1304001 Informal Interpretation

Staff:
Michael Verne
Rule:
802.2(g)

Response/Comments

The undeveloped land can be exempted as unproductive real property as long as it is not adjacent to non-exempt productive real property (i.e., the land that the winery resides on). The agricultural...

1304002 Informal Interpretation

Staff:
Michael Verne
Rule:
802.5

Response/Comments

There is a two-pronged test for the 802.5 exemption: 1. The property must be currently rented or currently held for rent but not rented; and 2. The acquiring person must intend to rent the property...

1304003 Informal Interpretation

Staff:
Michael Verne
Rule:
801.11(e)

Response/Comments

04/02/2013 See lnterp #116 in the PNPM, p.151 - paragraph beginning with "Moreover, the PNO..." This was specifically talking about cash to ·pay liabilities in a voting stock deal also...

1303007 Informal Interpretation

Staff:
Michael Verne
Rule:
802.51

Response/Comments

Yes- but only to the extent they are non-duplicative. E.g., if a sale is made from a foreign sub to a US sub and then sold on by the US sub, you would count the following: - Sales by the US sub to US...

1303006 Informal Interpretation

Staff:
Michael Verne
Rule:
801.2

Response/Comments

We take the position that in a single agreement with multiple closings you must file up front for the entire acquisition even if some of the steps are outside of the one year period. See the...

1303002 Informal Interpretation

Staff:
Michael Verne
Rule:
802.2, 802.3

Response/Comments

1. Only use the revenues attributable to the 50% interest being acquired, not the revenues attributable to the entire reserve. Likewise, for purposes of 802.3, value only the 50% interest. 2. I think...

1303001 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10

Response/Comments

Bearing in mind that a capital lease is akin to an installment purchase agreement, the lessee receives the asset to use at the time of entering into the agreement and takes title to it at the end of...

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