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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Rule
803.5
Yes Yes. Be sure that the Affidavit identifies the signatory along with his/her title and entity, and states that he or she is authorized to make the affidavit on behalf of the UPE. The signatory must...
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801.10
For a filing made now (i.e., ASAP), the acquiring person needs to determine what the fair market value of the target will be at consummation and that fair market value will be the size of transaction...
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Item 7(c)
Confirmed. Feel free to include an endnote to further explain the company’s operations.
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2009008_redacted.pdf
(93.77 KB)
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Item 3(b)
1. If the individual agreements have been executed, they should be provided. 2. We prefer to see each agreement provided as a separate attachment, so 3(b)-2 through 3(b)-15 for the 14 agreements you...
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(111.65 KB)
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801.10
Agree with your take.
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Item 4(c)
The documents you describe, composed from or containing excerpts from ordinary course documents, are not themselves ordinary course documents but rather new documents. If they were created for the...
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(80.43 KB)
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801.11
A UPE’s pro forma balance sheet should include the value of the interests it holds.
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(111.38 KB)
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Item 5
We agree with your approach.
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(107.73 KB)
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Item 4
The UPE of the Acquiring Entity should submit the additional 4c/d documents through a separate FTP transfer (Accellion link) at the time the Acquiring Entity submits the HSR filing. The UPE should...
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(141.02 KB)
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Item 2
That would be fine, along with explanation in the 3a transaction description.
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(66.94 KB)
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802.9
No, the fund cannot rely on 802.9.
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(98.15 KB)
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801.1
The UPE would be Management Entity.
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(82.02 KB)
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801.2
Acquisitions of copyright interests are not reportable. UPDATE August 16, 2021: This no longer represents the position of the PNO. While the PNO has advised in the past that copyrights are not...
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(96.74 KB)
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Item 4
Yes, instant messages and chat conversations may be excluded.
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(100.44 KB)
Displaying 61 - 80 of 4410