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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1911005 Informal Interpretation

Staff:
Timothy Carson
Rule:
803.9

Response/Comments

We disagree. If Buyer is going to cross the $100 million (as adjusted) threshold, Buyer must file for the $100 million (as adjusted) threshold and pay the fee required for crossing the $100 million (...
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1912002 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
803.7, 803.10

Response/Comments

1. Yes, that is still PNO’s position. 2. If ET is granted, the one-year waiting period expires on the day ET is granted one year later. https://www.ftc.gov/news-events/blogs/competition-matters/2017/...
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1912003 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 4, Item 6

Response/Comments

For item 4(b), your suggested stipulation is sufficient or you can provide the most up-to-date balance sheet (to show that SOP is met) along with the annual report. For item 6(b) it is issued and...
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1911006 Informal Interpretation

Staff:
Anne Six
Rule:
803.12

Response/Comments

1. Yes, the request for early termination can be made in the cover letter accompanying the refiling. Please call out that a change is being made from the original filing. 2. Yes, the refiled form...
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1911002 Informal Interpretation

Staff:
Timothy Carson
Rule:
802.9

Response/Comments

Having a trustee of the acquiring person also serve as an officer or director of the acquired entity at the time of the acquisition could be “considered evidence of an intent inconsistent with...
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1911001 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
Item 4(b)

Response/Comments

We do not want tax returns – please explain that the trust doesn’t have financials. If SOP matters, stipulate to SOP if the acquired entity’s financials don’t show SOP is met.
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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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