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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1905002 Informal Interpretation

Staff:
Nora Whitehead
Rule:
Item 6(a)

Response/Comments

The language in the instructions pertaining to Item 6a is meant to reflect the same test that we use for the foreign exemptions. If the UPE controls foreign entities with any sales into the US (even...
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1905005 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 5

Response/Comments

If the minority-held entity has US operations, interest and dividends are reportable in NAICS 523910. It doesn’t matter where the accounts are located or managed.
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1904005 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 5(a)

Response/Comments

The focus is on where the minority‐held entity has operations, just as it would be for a controlled entity in Item 5a. Because you don’t control it, you would use the miscellaneous intermediation or...
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1904001 Informal Interpretation

Staff:
Nora Whitehead
Rule:
801.10, 802.4

Response/Comments

Can you advise whether the parties may reduce the acquisition price by the assumed debt amount? No; the parties may only reduce the acquisition price by the amount of debt being retired (not assumed...
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