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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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...

2007001 Informal Interpretation

Staff:
Karen Berg
Rule:
803.5, Item 3

Response/Comments

The backside acquisition would be a non-801.30, and as such it would require an affidavit attesting to the execution of an agreement. If no agreement exists yet, a filing would be premature.

2007003 Informal Interpretation

Staff:
Karen Berg
Rule:
802.30, 802.4

Response/Comments

We view this as an acquisition with a backside. As such, the entities are viewed as they exist going into the transaction and SPAC’s acquisition of Target is reportable.

2006005 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.10

Response/Comments

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...

2006004 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
801.2

Response/Comments

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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