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 4441
Date
Rule
802.2
We agree that the acquisition of the flea market assets are exempt, but disagree that the other assets you characterize as “incidental” are exempt and you should value them.
File
Original Image - 2112004 Informal Interpretation
(237.75 KB)
Date
Rule
801.21, 801.10
Yes, since the cash that remains will be consideration for the sellers, it should be included in the size of transaction.
File
Original Image - 2112003 Informal Interpretation
(191.51 KB)
Date
Rule
801.1
Confirmed.
File
Original Image - 2112001 Informal Interpretation
(212.19 KB)
Date
Rule
Item 4(c)
The obligation to submit item 4(c) documents continues until the day the parties file. You don't have to submit the Purchase Agreement because you filed based on a LOI.
File
Date
Rule
Item 4(c)
The obligation to submit item 4(c) documents continues until the day the parties file. You don’t have to submit the Purchase Agreement because you filed based on a LOI.
File
Original Image - 2112005 Informal Interpretation
(228.37 KB)
Date
Rule
801.1
Pursuant to Rule 801.1(b), any person that has the right to designate (remove and replace) 50% or more of the trustees controls the trust. Pursuant to Rule 801.1(c)(3), settlors control revocable...
File
Original Image - 2111003 Informal Interpretation
(299.64 KB)
Date
Rule
Item 4(c)
Thank you for asking. You may submit Excel files as well, and should, if the Excel file does not print to PDF in a readable fashion.
File
Original Image - 2111005 Informal Interpretation
(102.53 KB)
Date
Rule
Item 6(b)
Yes, that is correct. Depending on whether or not the trusts are revocable, the grantor holds a reversionary interest, or someone has the right to remove and replace 50% or more of the trustees, you...
File
Original Image - 2111002 Informal Interpretation
(208.39 KB)
Date
Rule
802.2
We agree with your analysis.
File
Original Image - 2111004
(227.37 KB)
Date
Rule
802.35
We agree that this is exempt.
File
Original Image - 2111001 Informal Interpretation
(205.66 KB)
Date
Rule
801.11
Use the full market value, without regard to a mortgage.
File
Original Image - 2110005 Informal Interpretation
(131.34 KB)
Date
Rule
Item 4(c)
You may list only the authors and recipients of the emails with the 4c content.
File
Original Image - 2110002 Informal Interpretation
(250.09 KB)
Date
Rule
803.5
Correct, except that Company A’s UPE is the husband and wife together, e.g., “John and Mary Smith.” Either can execute the Affidavit and Certification on behalf of both.
File
Original Image - 2110003 Informal Interpretation
(211.23 KB)
Date
Rule
Item 1(f)
Thank you for checking. We agree that Individuals I and F are the UPEs. Since each of those individuals control the entity that holds 75% of the target, we advise listing 75% in Item 1(f). You may...
File
Original Image - 2110004 Informal Interpretation
(290.34 KB)
Date
Rule
803.5
We agree that the Acquired Person would be LLC X under the circumstances that you describe. Please review section 801.30(5) as a way to file without an agreement between the filing parties.
File
Original Image - 2110001 Informal Interpretation
(243.71 KB)
Date
Rule
Item 5, Item 7
Because the business line was discontinued, rather than divested, report the revenue and add an endnote.
File
Original Image - 2110006 Informal Interpretation
(166.64 KB)
Date
Rule
803.5, 803.6
The signatures attest to the accuracy of the filing and you need to be certain nothing has changed if you want to rely on them.
File
Original Image - 2109006 Informal Interpretation
(172.89 KB)
Date
Rule
801.1
If each acquired entity is controlled by a separate UPE, each UPE must file its own form and affidavit. Please remember to analyze each transaction separately.
File
Original Image - 2109004 Informal Interpretation
(207.82 KB)
Date
Rule
801.1
We agree that wife controls the trust.
File
Original Image - 2109001 Informal Interpretation
(182.53 KB)
Date
Rule
801.1(c)
Based on these facts, Settlor controls.
File
Original Image - 2109005 Informal Interpretation
(245.07 KB)