Tag: Competition

We think the gating issue is whether the foreign to foreign deal involves an HSR. If it does, we think the rule would catch what you describe below. If there is no HSR, it's moot of course. KW concurs

No - they are still voting securities

If the assets being contributed to the JV constitute substantially all of the assets of an operating unit as defined in §802.1(a) or an entire legal entity is being contributed, the sales of those...

Yes – because the majority owner of Newco is an acquiring person, KW concurs.

802.4 is an asset-based exemption, so you need to look at the underlying assets of 8 and any entities it controls (C&D). The value is the FMV of 100% of all of the assets, regardless of the percentage...

Acquired Person (let's call it B) holds 100% of Newco and holds at least 70% of the voting securities of Y, so both Newco and Y are issuers within the person of B. This means that for the 802.4...