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 141 - 160 of 3900

1210005 Informal Interpretation

Staff:
Michael Verne
Rule:
802.21, 802.9

Response/Comments

802.21 would not cover future acquisitions of the sub's stock, only the parent. Otherwise, two separate UPEs would be able to rely on the exemption. On the 802.9 question, we don't think...

1210004 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1(b)

Response/Comments

- Actually, there are three separate UPEs, so still not reportable. The UPE of LLC1 is the GRAT, not individual A. Having the right to appoint successor trustees does not on its own confer control of...

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...

1210001 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4

Response/Comments

- You have to value the intangible assets as part of an ongoing business. We have had this question come up quite a bit lately. I think some advice has been misinterpreted. We have said that you can...

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...

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