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 81 - 100 of 3919

1309002 Informal Interpretation

Staff:
Michael Verne
Rule:
801.12

Response/Comments

Because applying the formula in§ 801.12, LLC holds 55.56%, not 46.18%. § 801.12(b) requires calculations of the percentage of voting securities held to be made according to the following formula:...

1309001 Informal Interpretation

Staff:
Michael Verne
Rule:
801.13

Response/Comments

The attached article concluded that a series of a Delaware Statutory Trust is not itself a separate legal entity, whereas the trust itself is. We agree with that conclusion. http://www.rlf.com/files/...

1308003 Informal Interpretation

Staff:
Michael Verne
Rule:
802.9

Response/Comments

Our take is that as long as Person A (the UPE of Fund), A's Advisor and the Affiliated Advisor are passive, the exemption is available for acquisitions made by A. The fact that Manager (of Fund...

1308004 Informal Interpretation

Staff:
Michael Verne
Rule:
801.50

Response/Comments

It would appear that the size of transaction test for both the acquisition by A of LLC X interests and the acquisition by B of LLC X interests is satisfied, since each would be acquiring interests...

1308001 Informal Interpretation

Staff:
Michael Verne
Rule:
801.4

Response/Comments

The comity exception does not apply when the acquiring person will hold a controlling interest as a result of the secondary acquisition. If B has sufficient nexus with the US, the transaction is...

1307002 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
363(b) Filings

Response/Comments

We allow multiple bidders, filing on the court's order and the contingent affidavit in any bankruptcy filing. But, it's only a 363(b) filing that gets the shortened waiting period. I think...

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...

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