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.
Displaying 1 - 20 of 4410
Date
Rule
803.2
A husband, wife and minor children are one person for purposes of filing, whether as the Acquiring Person (which is the UPE) or the Acquired Person/UPE. You need only list one name as the UPE in Item...
File
Original Image - 2107002 Informal Interpretation
(178.27 KB)
Date
Rule
801.30
Please respond to Items 5, 7, and 8 based upon the acquiring person’s knowledge or belief. Once the target’s filing is received, we may follow up for additional information. For Item 2, please provide...
File
Original Image - 2107001 Informal Interpretation
(142.32 KB)
Date
Rule
Item 6
We agree that only current holdings need to be reported.
File
Original Image - 2107005 Informal Interpretation
(161.18 KB)
Date
Rule
801.13, 801.14
Prior controlling acquisitions of entities (rather than assets) from the same UPE do not need to be aggregated unless the acquisitions were part of the same transaction (e.g., the acquisitions were...
File
Original Image - 2107003 Informal Interpretation
(176.78 KB)
Date
Rule
801.1
Since Ms. A has the right to remove and replace the trustees of Trust A, she controls Trust A and all of the assets and entities within it. Therefore, Ms. A has the right to 50% of the profits of LLC...
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Original Image - 2107004 Informal Interpretation
(183.99 KB)
Date
Rule
801.1
No filing is required because control has already been conferred.
File
Date
Rule
802.1, 802.5
The acquisition of the advisor would only be exempt if the advisor only provides services to REITs within the same Person. If that is not assured, we recommend filing.
File
Original Image
(305.86 KB)
Date
Rule
802.2(g)
We agree your analysis, except for water rights. If they are being separately acquired (i.e., the rights need not run with the land and are separately acquired), then 802.2(g) would not apply. “Assets...
File
Original Image
(140.42 KB)
Date
Rule
802.63, 801.10
We agree that the real property and equipment that is subject to the lease financing would be exempt under 802.63. However, any assets that are not subject to the lease financing and are not otherwise...
File
Original Image
(204.97 KB)
Date
Rule
801.1
What you suggest is fine.
File
Original Image
(73 KB)
Date
Rule
801.11, Item 4(b)
If these are how the financials are made in ordinary course, then this is fine. Yes, you can stipulate that the UPE meets the SOP test. Yes, each UPE can submit its own form.
File
Original Image
(91.72 KB)
Date
Rule
801.1
We agree with your analysis.
File
Original Image
(157.67 KB)
Date
Rule
7A(c)(10)
We agree that 7A(c)(10) applies to Investor 1.
File
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(131.1 KB)
Date
Rule
Item 4
Yes, you may redact under the circumstances described.
File
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(113.19 KB)
Date
Rule
802.50
We agree with your conclusion.
File
Original Image
(129.72 KB)
Date
Rule
802.2
As long as the leased property is not adjacent to or used in conjunction with real property that is not unproductive real property and is included in the acquisition, we agree.
File
Original Image
(204.12 KB)
Date
Rule
802.51
You have to look at assets/sales of the acquired and acquiring person at closing. If you think there is a credible chance that the exemption will not apply by closing, you should file to be safe or...
File
Original Image
(131.95 KB)
Date
Rule
802.50, 801.10
Your analysis is accurate. However, for goodwill we have a more recent interpretation, see the link below. Please use this guidance for allocating goodwill. https://www.ftc.gov/enforcement/premerger...
File
Original Image
(272.81 KB)
Date
Rule
801.1
Agree with your instinct on both points.
File
Original Image
(240.56 KB)