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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2010002 Informal Interpretation

Staff:
Anne Six
Rule:
801.1, 7A(a)(2)

Response/Comments

If all of the manufacturing is performed by third parties, your client is not engaged in manufacturing for purposes of Section 7A(a)(2) and Section 801.1(j).

2010006 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 5

Response/Comments

Our suggestion is to ask the business people which of the available NAPCS descriptions is closest to the product your client manufactures that relates to the 6-digit code and report the revenues...

2010001 Informal Interpretation

Staff:
Karen Berg
Rule:
803.5

Response/Comments

Yes Yes. Be sure that the Affidavit identifies the signatory along with his/her title and entity, and states that he or she is authorized to make the affidavit on behalf of the UPE. The signatory...

2009006 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.10

Response/Comments

For a filing made now (i.e., ASAP), the acquiring person needs to determine what the fair market value of the target will be at consummation and that fair market value will be the size of transaction...

2009002 Informal Interpretation

Staff:
Anne Six
Rule:
Item 3(b)

Response/Comments

1. If the individual agreements have been executed, they should be provided. 2. We prefer to see each agreement provided as a separate attachment, so 3(b)-2 through 3(b)-15 for the 14 agreements you...

2009007 Informal Interpretation

Staff:
Anne Six
Rule:
Item 4(c)

Response/Comments

The documents you describe, composed from or containing excerpts from ordinary course documents, are not themselves ordinary course documents but rather new documents. If they were created for the...

2008001 Informal Interpretation

Staff:
Vesselina Musick
Rule:
Item 4

Response/Comments

The UPE of the Acquiring Entity should submit the additional 4c/d documents through a separate FTP transfer (Accellion link) at the time the Acquiring Entity submits the HSR filing. The UPE should...

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