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 4404
Date
Rule
801.10
We cannot tell if the acquiring person is determining fair market value in good faith since we do not know what impact the claims already made have on a good faith valuation in this particular...
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Date
Rule
801.2
The collaboration involves co-exclusive licenses, so there is nothing reportable at the outset. But if either party acquires exclusive rights over IP discovered or developed as a result of the...
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(210.17 KB)
Date
Rule
Item 5
Revenues the client receives from sales of its product through the US-based platforms should be reported in Item 5a.
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(103.42 KB)
Date
Rule
801.11
Size of person is met because the facts you have shared demonstrate the financials are not consolidated at the UPE level, and the ordinary course balance sheets of the controlled portfolio entities...
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(87.55 KB)
Date
Rule
803.11, 803.12
The PNO created HSRHelp@ftc.gov to assist filing parties with their substantive questions regarding the HSR rules and to help them determine whether or not a filing is required. This is also the email...
Date
Rule
802.63
We agree that 802.63 is not available under these facts.
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(66.34 KB)
Date
Rule
801.1
It appears that Trust has the final say since it has the right to approve and/or veto any director elected by a majority of Corporation A’s Board of Directors, so we cannot agree that Trust does not...
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(140.25 KB)
Date
Rule
801.13
We agree with your analysis. UPDATE: November 5, 2020: If the buyer knows now that it intends to exercise the option prior to the expiration of the notification , then it could file now for the whole...
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(134.7 KB)
Date
Rule
803.12
We do not change the original requests without instruction from the parties, but you can always reiterate your request in the cover letter that accompanies the refiling.
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(179.05 KB)
Date
Rule
801.1(c), Item 4
1: We do not consider a personal brokerage statement to constitute a regularly prepared balance sheet within the meaning Rule 801.11. 2: You are describing one acquisition under the rules, assuming...
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(49.49 KB)
Date
Rule
803.5, Item 2
You should file with Holdco as the to-be-formed UPE, and indicate that Target will be an LLC at the time of acquisition. We prefer that an individual who is slated to be an officer or director of...
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(131.29 KB)
Date
Rule
801.14, 803.5
The parties can notify both acquisitions in a single filing. They have to submit at least a Letter of Intent for the second acquisition along with the executed agreement for the first acquisition. The...
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(103.55 KB)
Date
Rule
801.10
You are correct; in an asset acquisition, assumed liabilities may not be deducted from the acquisition price.
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(71.68 KB)
Date
Rule
Item 2, Item 3
Agree. Thanks for laying this out so clearly.
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(105.72 KB)
Date
Rule
Item 7(c)(iv)
Item 7(c)(iv)(b) requires a list of the establishments of the person filing notification ( not its customers), where the person filing notification transacted business generating revenues in an...
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(95.65 KB)
Date
Rule
801.1, 801.13
Question 1: Correct, the thresholds apply to the acquisition of voting securities and not NCI. Question 2: Yes, if buyer is acquiring additional NCI you would aggregate if the NCI already held plus...
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(138.78 KB)
Date
Rule
801.11, Item 4
Submit the 2019 numbers. You can add an endnote explaining that the numbers are not final, confirmed, etc.
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(70.09 KB)
Displaying 81 - 100 of 4404