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 221 - 240 of 4469
Date
Rule
Item 5
Use the wholesaling code and include an endnote, as you describe.
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(82.48 KB)
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Rule
801.12
If there are no additional documentary attachments responsive to Item 4, a new affidavit and new certification are sufficient.
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(111.69 KB)
Date
Rule
803.12(a)
A party can withdraw a filing at any time, for any reason. See 803.12(a).
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(82.11 KB)
Date
Rule
801.1
The appointment rights of A, A’s wife, A’s adult sister, and A’s adult son are not aggregated when determining who, if anyone, controls the nonstock corporation.
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(81.04 KB)
Date
Rule
802.71
These facts are not inconsistent with treating the acquisition as exempt under Rule 802.71.
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(88.11 KB)
Date
Rule
Item 4
Parent cannot cross-reference but can limit its response to documents created in connection with the backside transactions.
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(84.35 KB)
Date
Rule
802.1
The PNO recognizes PRVs as reportable assets not exempt under 802.1.
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(93.55 KB)
Date
Rule
Item 6(a)
The language in the instructions pertaining to Item 6a is meant to reflect the same test that we use for the foreign exemptions. If the UPE controls foreign entities with any sales into the US (even...
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(79.55 KB)
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Rule
Item 5
If the minority-held entity has US operations, interest and dividends are reportable in NAICS 523910. It doesn’t matter where the accounts are located or managed.
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(78.96 KB)
Date
Rule
801.1
The settlor is the UPE of the corporate entity making this acquisition.
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(76.74 KB)
Date
Rule
803.5
Yes, but the affidavit should still state that the UPE has the good faith intent to consummate the transaction.
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(93.45 KB)
Date
Rule
Item 5(a)
The focus is on where the minority‐held entity has operations, just as it would be for a controlled entity in Item 5a. Because you don’t control it, you would use the miscellaneous intermediation or...
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(103.01 KB)
Date
Rule
801.10, 802.4
Can you advise whether the parties may reduce the acquisition price by the assumed debt amount? No; the parties may only reduce the acquisition price by the amount of debt being retired (not assumed)...
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(87.7 KB)
Date
Rule
7A(c)(10)
The closings would need to be virtually simultaneous to use 7A(c)(10). 1-2 weeks between them is definitely too long.
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(80.06 KB)
Date
Rule
801.10, 802.1, 802.2
Yes, you should include the real estate in the SOT, unless an exemption applies.
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(109.38 KB)
Date
Rule
801.1, 803.7
Please file now, for both steps. Thank you for running this by us.
File
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(127.47 KB)
Displaying 221 - 240 of 4469