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 21 - 40 of 3940

1406011 Informal Interpretation

Staff:
Michael Verne
Rule:
801.40, 802.4, 802.30(c)

Response/Comments

We agree that nothing prior to the formation of Holdco is reportable. As to the formation, because LP1 is contributing more than 50% of the interests in A, Band C, it is deemed to be contributing all...

1406015 Informal Interpretation

Staff:
Michael Verne
Rule:
Fonds Communs de Placement a Risques (FCPRs)

Response/Comments

06/25/2014 We-would agree that the FCPRs are not entities for HSR purposes and therefore cannot control anything or be controlled, so the LuxCo would be its own UPE.

1406016 Informal Interpretation

Staff:
Michael Verne
Rule:
Corrective Filing Fee

Response/Comments

06/25/2014 I don't think it matters who paid the fee. It was a different acquiring UPE that filed so it's a different transaction requiring a new filing fee. If we started applying that...

1406012 Informal Interpretation

Staff:
Michael Verne
Rule:
Leveraged Acquisition

Response/Comments

06/24/2014 (Redacted)- on first blush (Redacted) description sounded like more than merely arranging (esp. "doing everything"). We didn't realize that we had made such a bright line...

1406014 Informal Interpretation

Staff:
Michael Verne
Rule:
Voting Trust

Response/Comments

06/24/2014 (Redacted) - We don't think it would be the voting trustee because he is just voting the shares in his fiduciary role of trustee, but since the voting trust is irrevocable, we would...

1406008 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1, 802.2(c)

Response/Comments

We think this lost something in translation from the other law firm. Unless the corporation is also a government agency, it would be an entity and its own UPE in a potentially reportable acquisition...

1406007 Informal Interpretation

Staff:
Michael Verne
Rule:
803.12

Response/Comments

We think the gating issue is whether the foreign to foreign deal involves an HSR. If it does, we think the rule would catch what you describe below. If there is no HSR, it's moot of course. KW...

1406005 Informal Interpretation

Staff:
Michael Verne
Rule:
802.50, 802.4

Response/Comments

If the assets being contributed to the JV constitute substantially all of the assets of an operating unit as defined in §802.1(a) or an entire legal entity is being contributed, the sales of those...

1407004 Informal Interpretation

Staff:
Michael Verne
Rule:
Form Item 6(a)

Response/Comments

To be consistent with Item 5 and keep the universe of foreign entities the same for Item 6(a), we say that foreign entities are only listed in 6(a) if they have intracompany (or direct to customer)...

1406002 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4, 801.4, 801.14

Response/Comments

Acquired Person (let's call it B) holds 100% of Newco and holds at least 70% of the voting securities of Y, so both Newco and Y are issuers within the person of B. This means that for the 802.4...

1406003 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4

Response/Comments

802.4 is an asset-based exemption, so you need to look at the underlying assets of 8 and any entities it controls (C&D). The value is the FMV of 100% of all of the assets, regardless of the...

1406001 Informal Interpretation

Staff:
Michael Verne
Rule:
802.50

Response/Comments

We agree with your take. We do not consider export sales by a US distributor to be sales in or into the US. We also do not consider imports from a third party contract manufacturer to be sales into...

1405007 Informal Interpretation

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

Response/Comments

1. If the board appoints a person to a non-officer position, he doesn't become an officer for HSR purposes just because of the board appointment. 2. If a vice president is listed in the by-laws/...

1405008 Informal Interpretation

Staff:
Michael Verne
Rule:
801.12

Response/Comments

We think the distinction here is that the holders of common and preferred stock do vote for the election of the fifth director, even though their choice of who they can vote for (and who they are...

1405005 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4, Continuum

Response/Comments

We think that Individual 1 controlling the GPs of the Funds and the Entities, as well as being a director of Newco negates the exemption for Individual 1, the Funds and the Entities. Continuum is not...

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