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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Date
Rule
801.1
Trust is its own UPE.
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(108.87 KB)
Date
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Item 2
You do not need to list these individuals in item 2(a). Please describe the fact that there will be 60 plus rollover shareholders in item 3(a) and none of them will have reportable acquisitions.
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(176.55 KB)
Date
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801.1(c)
The minor child’s assets would not be attributed to NP. You are correct about the 18-year old.
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(85.64 KB)
Date
Rule
Item 3(a)
We agree that there are two filings here and that you should describe all three transactions in Item 3(a). You cannot combine the two filings.
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(405.46 KB)
Date
Rule
801.1, 801.2
Assuming the son is over 18, the father and son are separate UPEs. If there is a reorg, the single parent would be the UPE. If not, each UPE would list its subs as acquired entities.
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(82.23 KB)
Date
Rule
802.71
802.71 potentially covers any transfer by a settlor to an irrevocable trust (irrespective of who settled the trust). The identity of the recipient does not matter, so long as the other regulatory...
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(194.18 KB)
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Rule
Item 4(b)
Please submit Corp’s financial statements and put an endnote that the Corp shares are held through a trust, and that the trust’s financials can be supplied upon request or that the trust does not...
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(106.17 KB)
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Rule
801.11, Item 4(b)
We agree and note that X might need to stipulate if its financials don’t show that SOP is met.
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(69.51 KB)
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Rule
801.21
Yes, we still consider cryptocurrencies cash equivalents when acquired.
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(193.92 KB)
Date
Rule
801.2, 803.1
We like it when the principal transaction references that there will be a backside acquisition filing in item 3. Two separate filings are also preferable to avoid confusion.
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(216.87 KB)
Date
Rule
801.1
1) Correct 2) Assuming the holdings you cite represent the rights to profits or assets upon dissolution, please list the UPE as “X and Y (spouses)” or you may just list “X and Y” and indicate for our...
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(152.54 KB)
Date
Rule
Item 4(b)
You should provide the 2020 financials.
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(420.84 KB)
Date
Rule
801.1
We agree that Step 2 is a consolidation – X acquiring Y from B and B (via Y) acquiring X. As for potential backsides, because this is a consolidation, you must look at Newco after the contributions of...
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(368.42 KB)
Date
Rule
Item 5
We agree that revenues from contracts negotiated and executed outside the US do not get reported in Item 5, unless they are booked in the US.
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(152.54 KB)
Date
Rule
802.5
We agree with your analysis.
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(193.92 KB)
Date
Rule
7A(c)(2)
Please click on Original Image to view this informal.
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(368.42 KB)
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