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 4505
Date
Rule
802.4
We agree.
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Original Image - 2212001 Informal Interpretation
(150.73 KB)
Date
Rule
801.2
The transaction that you’ve described should be reported as a series of acquisitions.
File
Original Image - 2212003 Informal Interpretation
(312.33 KB)
Date
Rule
801.2
Per Rule 801.2(f), only acquisitions of non-corporate interests that result in the acquiring person acquiring control of the non-corporate entity are reportable. Therefore, if control, as defined in...
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Date
Rule
Item 4(b)
You can rely on the financials of Company B. Include a stipulation in your form if Company B’s financials are not sufficient for size of person.
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Original Image - 2211001 Informal Interpretation
(150.87 KB)
Date
Rule
801.2
Please file with American Owner as the UPE, with a note explaining what will happen at closing.
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Date
Rule
801.1
We agree that Corporation B remains a UPE pursuant to Rule 801.1(b)(1)(i) even though there is a proxy in place. The parties should also analyze whether any other person has control, either under 801...
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Original Image - 2210005 Informal Interpretation
(176.45 KB)
Date
Rule
803.6
We agree with you.
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Original Image - 2210006 Informal Interpretation
(168.88 KB)
Date
Rule
802.2
We agree that the exemption is available to Buyer B as long as B will act only as a landlord relating to the warehouse property and the structure of the transaction was not undertaken to avoid HSR...
File
Original Image - 2210001 Informal Interpretation
(253.41 KB)
Date
Rule
802.21
Confirmed.
File
Original Image - 2210002 Informal Interpretation
(317.77 KB)
Date
Rule
Item 3(a)
Please create an Item 3a Annex where you list all of the subsidiaries whose assets are being acquired as you would in Item 3a and refer to the annex in responding to Items 1f and 3a, in endnotes, and...
File
Original Image - 2210004 Informal Interpretation
(163.72 KB)
Date
Rule
Item 4(b)
You may use an endnote to provide the stipulation.
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Original Image - 2210003 Informal Interpretation
(156.77 KB)
Date
Rule
801.11
You are correct that the Target’s balance sheet should be used. However, we note that the last regularly prepared balance sheet prior to consummation is the one that is relevant to the analysis.
File
Original Image - 2209003 Informal Interpretation
(222.82 KB)
Date
Rule
801.11
Rule 801.11(d) relates to assets held directly by the natural person, and is not applicable to the assets of entities controlled by the natural person. Since two natural persons control the target...
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Original Image - 2209001 Informal Interpretation
(155.05 KB)
Date
Rule
Item 6
No amendment is needed.
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Original Image - 2209002 Informal Interpretation
(217.38 KB)
Date
Rule
801.10
No, the acquisition price is not determined. Therefore the acquiring person will need to determine the fair market value pursuant to Rule 801.10(c)(3).
File
Original Image - 2209005 Informal Interpretation
(271.31 KB)
Date
Rule
802.52
Based on the facts presented, we agree.
File
Original Image - 2209006 Informal Interpretation
(322.84 KB)
Date
Rule
801.11
We agree.
File
Original Image - 2209007 Informal Interpretation
(251.13 KB)
Date
Rule
802.51
Rule 802.51 provides a limited exemption for assets covered by 801.40(d)(2), which only includes credit obligations. You must still determine whether the JV will hold other US assets valued over $50...
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Date
Rule
801.11
We agree that you would count the cash because there is a balance sheet within the acquiring person. You only get to exclude cash if no entity within the person has created a regularly prepared...
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Original Image - 2208008 Informal Interpretation
(136.39 KB)