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 141 - 160 of 3915

1211001 Informal Interpretation

Staff:
Janice Johnson

Response/Comments

- Informed writer that there are two transactions here. The transaction value of the first is $80MM, in which the business is being sold. The other transaction is the reinvestment of $15MM by the...

1210016 Informal Interpretation

Staff:
Michael Verne
Rule:
801.11(e)

Response/Comments

– We are fine with 1 and 3, but we have problems with 2. We don't think we can ignore the fact that at the time of the acquisition of the two LLCs, Co-investor will control Newco. By definition...

1210014 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10, 802.3

Response/Comments

- You would treat them as 30 separate asset acquisitions. If the value of each undivided interest is less than $68.2 million, no filing is required. Note for future reference that § 802.3 does not...

1210012 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1(b)

Response/Comments

- A and B will each hold 50% of the LLC. B is required to file. The filing fee is determined by valuing, in this case, 50% of all (exempt and nonexempt assets) that the LLC holds. MV concurs.

1210011 Informal Interpretation

Staff:
Michael Verne
Rule:
801.11(e)

Response/Comments

- Any funds that will be exhausted as a result of the transaction can be excluded under 801.11(e), so the cash to pay off the debt does not count toward the size of person.

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...

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