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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1910002 Informal Interpretation

Staff:
Anne Six
Rule:
Item 5

Response/Comments

Yes, in Item 5(a) the filer must report most-recent-year revenue for all entities it controls at the time of filing. You may consider using an endnote to note the recent acquisitions and sources of...
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1910004 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.4

Response/Comments

We agree with your stated conclusions. With regard to “property and equipment,” we encourage you to perform an 802.1/802.2 analysis to determine whether any such property or equipment is exempt.
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1910007 Informal Interpretation

Staff:
Timothy Carson
Rule:
802.51

Response/Comments

Below are responses to your numbered questions: 1. Agree 2. Agree 3. Agree it is reasonable to include in the aggregate sales in or into the US 100% of the revenue, even if the flight is a layover...
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1908001 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 5, 803.1

Response/Comments

An acquiring person must make an HSR filing for a pending transaction. The acquiring person reports revenues in various industries, but the transaction has the following overlaps: 311119 Other Animal...
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1909002 Informal Interpretation

Staff:
Vesselina Musick
Rule:
803.2

Response/Comments

Please see 803.6 (4) regarding certification where the UPE is a natural person. A can authorize B to make the filing. A’s name and address will be listed in Item 1(a), B’s name and address will be...
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1909001 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.9, 802.51

Response/Comments

A foreign party itself (with its counsel) is often in the best position to determine whether it is appropriately categorized as a corporate or non-corporate entity, based on the guidance in our 2016...
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1908002 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.9

Response/Comments

Exemption under Rule 802.9 is not necessarily precluded by the facts you present. However, because intent is factual inquiry, the acquiring person will need to make the final call and be prepared to...
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1908006 Informal Interpretation

Staff:
Anne Six
Rule:
Item 4(c)

Response/Comments

Yes, this is still the FTC’s position. Material unrelated to a proposed transaction may be redacted from responsive Board minutes (the official approved recaps of business that occurred at a Board...
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1908004 Informal Interpretation

Staff:
Anne Six
Rule:
802.9

Response/Comments

Under these facts, 802.9 doesn’t apply. If the client begins to accumulate shares, it will have to file before it crosses a statutory size of transaction threshold, assuming the other statutory tests...
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