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 81 - 100 of 4505
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)
Date
Rule
Item 6(b)
Thank you for asking. Please list the husband and wife as holding 40% as a single “entity” in Item 6(b). If you would like, you can clarify in an endnote.
File
Original Image - 2109002 Informal Interpretation
(157.79 KB)
Date
Rule
Item 1(e), 1(f), 2(a)
Thank you for checking. You are correct that the Individual Person should be listed in Items 1(a) and 2(a) (as well as 3(a)). The Acquired Person should be listed in Items 1(f) and 3(a), as well as in...
File
Original Image - 2109003 Informal Interpretation
(161.02 KB)
Date
Rule
801.13, 801.10
The transaction is reportable. SOP is determined looking at the parties as they stand before the transaction.
File
Original Image - 2109007 Informal Interpretation
(199.61 KB)
Date
Rule
Item 4(b)
Yes, that would be fine. Please drop a note in Item 4b or the endnotes to the effect that the overlapping entities do not have separate financials.
File
Original Image - 2108005 Informal Interpretation
(155.94 KB)
Date
Rule
Item 6(a)
For Item 6(a), you need to list the highest-level entities the natural person controls and all the entities within these highest-level entities, not just the directly held entities. You can exclude...
File
Original Image - 2108002 Informal Interpretation
(225.32 KB)
Date
Rule
802.9
We view entering into an agreement that allows for the right to expand the board and appoint a member as incompatible with 802.9.
File
Original Image - 2108007 Informal Interpretation
(174.56 KB)
Date
Rule
801.1
We agree that the acquisition of less than 50% of the LLC interests is not reportable. However, we disagree with your analysis of the possible future acquisition of LLC interests. Company A’s...
File
Original Image - 2108001 Informal Interpretation
(176.55 KB)
Date
Rule
Item 5
We agree that you may restate the entire year’s sales.
File
Original Image - 2108003 Informal Interpretation
(232.51 KB)
Date
Rule
801.1
Yes, this should be analyzed as A acquiring assets from B and B acquiring assets from A.
File
Original Image - 2108004 Informal Interpretation
(273.75 KB)
Date
Rule
801.13, 801.9
As you know, acquisitions that are part of the same transaction must be aggregated. While we do not have all of the facts, memorializing the acquisitions into a single document indicates that they...
File
Original Image - 2108006 Informal Interpretation
(261.43 KB)
Date
Rule
801.1, 802.30
The parties must assess how many Acquired Persons there are. For HSR purposes, the Acquiring Person will have a separate transaction with each Acquired Person and each must be evaluated separately for...
File
Original Image - 2108008 Informal Interpretation
(201.47 KB)
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
801.1
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...
File
Original Image - 2107004 Informal Interpretation
(183.99 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
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)
Displaying 81 - 100 of 4505