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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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...

2005005 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.11

Response/Comments

Size of person is met because the facts you have shared demonstrate the financials are not consolidated at the UPE level, and the ordinary course balance sheets of the controlled portfolio entities,...

2005001 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
803.11, 803.12

Response/Comments

The PNO created HSRHelp@ftc.gov to assist filing parties with their substantive questions regarding the HSR rules and to help them determine whether or not a filing is required. This is also the...

2005004 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.1

Response/Comments

It appears that Trust has the final say since it has the right to approve and/or veto any director elected by a majority of Corporation A’s Board of Directors, so we cannot agree that Trust does not...

2004001 Informal Interpretation

Staff:
Karen Berg
Rule:
803.12

Response/Comments

We do not change the original requests without instruction from the parties, but you can always reiterate your request in the cover letter that accompanies the refiling.

2004003 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.1(c), Item 4

Response/Comments

1: We do not consider a personal brokerage statement to constitute a regularly prepared balance sheet within the meaning Rule 801.11. 2: You are describing one acquisition under the rules, assuming...

2003003 Informal Interpretation

Staff:
Karen Berg
Rule:
803.5, Item 2

Response/Comments

You should file with Holdco as the to-be-formed UPE, and indicate that Target will be an LLC at the time of acquisition. We prefer that an individual who is slated to be an officer or director of...

2003001 Informal Interpretation

Staff:
Vesselina Musick
Rule:
801.14, 803.5

Response/Comments

The parties can notify both acquisitions in a single filing. They have to submit at least a Letter of Intent for the second acquisition along with the executed agreement for the first acquisition...

2002003 Informal Interpretation

Staff:
Vesselina Musick
Rule:
Item 7(c)(iv)

Response/Comments

Item 7(c)(iv)(b) requires a list of the establishments of the person filing notification (not its customers), where the person filing notification transacted business generating revenues in an...

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