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 121 - 140 of 3876

1210002 Informal Interpretation

Staff:
Michael Verne
Rule:
801.50

Response/Comments

- Future commitments to contribute cash are only taken into account in determining the size of person for the Newco. They would not be considered in determining the size of transaction. K Walsh...

1209011 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10

Response/Comments

The $10 million would not be included as consideration for the partnership interests. On the rollover: 1) If the current partners retain their interests directly in the Target, they would not be...

1209010 Informal Interpretation

Staff:
Michael Verne
Rule:
801.13

Response/Comments

I'm assuming that the three acquisitions are contingent on one another. 801.13 would require you to aggregate the three secondary acquisitions of 33.3%. Arguably, you could stop aggregating at...

1209008 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4, 803.9

Response/Comments

– It is based on the statutory language that bases the fee on the "value of voting securities held as a result of the acquisition". You can use 802.4 to analyze whether the underlying non-...

1209007 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10

Response/Comments

- The proceeds of the loan are not retiring debt, they are part of the consideration to Seller for the 55% interest in Target LLC. We don't think you can prorate the amount by the percentage...

1209003 Informal Interpretation

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

Response/Comments

- There is no limitation on banker's pitch books to those who were ultimately engaged, so all of them would be responsive if they are related to the instant transaction. K Walsh concurs...

1207010 Informal Interpretation

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

Response/Comments

Our current approach to this is you make the call. I think it is a very difficult line to establish and if I were advising a client I would have them provide all docs prepared by or for a director of...

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