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 3919

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...

1302007 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10(c)(1)

Response/Comments

You use the 45 days prior to the 803.5(a) notice for the stock acquired during the year following notification as well as the stock already held. The whole point of calculating it prior to filing is...

1302009 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10(c)(1)

Response/Comments

Acquisitions made after the one year period that was filed for should be calculated using the 45 days prior to the acquisition(s) during the five year period. The locked in market price is only for...

1302008 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10(c)(1)

Response/Comments

In a transaction where you filed using the market price determined by the 45 days prior to the notice, the market price at any point beyond the end of the waiting period is irrelevant. You have...

1302005 Informal Interpretation

Staff:
Michael Verne
Rule:
801.21, 802.4

Response/Comments

Nothing reportable here. The formation of the non-corporate entity would be exempt under 802.4. Tax credits are assets, but we treat them as cash equivalents. K Walsh concurs.

1302002 Informal Interpretation

Staff:
Michael Verne
Rule:
801.13

Response/Comments

Because the stock purchase agreement is not a certainty, you would not aggregate the value of the voting securities with the value of the exclusive portion of the license at the time of entering into...

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