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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2102006 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
801.2, 803.1

Response/Comments

We like it when the principal transaction references that there will be a backside acquisition filing in item 3. Two separate filings are also preferable to avoid confusion.

2102004 Informal Interpretation

Staff:
Karen Berg
Rule:
801.1

Response/Comments

1) Correct 2) Assuming the holdings you cite represent the rights to profits or assets upon dissolution, please list the UPE as “X and Y (spouses)” or you may just list “X and Y” and indicate for our...

2102001 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
801.1

Response/Comments

We agree that Step 2 is a consolidation – X acquiring Y from B and B (via Y) acquiring X. As for potential backsides, because this is a consolidation, you must look at Newco after the contributions...

2101003 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.30

Response/Comments

No, it doesn’t qualify for 802.30 because A controls B (which controls C) through the contractual right to appoint directors and not via ownership of voting securities.

2101005 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
802.2

Response/Comments

We agree that the management contracts could be incidental to the timeshare business as long as Target owns the properties it manages; however, the assets of the management business itself would not...

2012001 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
802.9

Response/Comments

Your scenario below does not preclude 802.9, but, as you are in possession of all the facts related to this inquiry, you will need to make the final call and be prepared to defend any decision not to...

2012002 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
801.30

Response/Comments

Your transaction would not qualify for CTO status – the CVR is not a “present cash payment” (see PNPM #218) as it involves a potential future cash payment.

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