Informal Interpretations

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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2103006 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
801.1, 801.2

Response/Comments

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.

2103001 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.71

Response/Comments

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...

2103005 Informal Interpretation

Staff:
Vesselina Musick
Rule:
Item 4(b)

Response/Comments

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...

2102006 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
801.2, 803.1

Response/Comments

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.

2102004 Informal Interpretation

Staff:
Karen Berg
Rule:
801.1

Response/Comments

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...

2102001 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
801.1

Response/Comments

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...

2101003 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.30

Response/Comments

No, it doesn’t qualify for 802.30 because A controls B (which controls C) through the contractual right to appoint directors and not via ownership of voting securities.

2101005 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
802.2

Response/Comments

We agree that the management contracts could be incidental to the timeshare business as long as Target owns the properties it manages; however, the assets of the management business itself would not...

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