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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2104003 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
801.20

Response/Comments

As you are in possession of all the facts related to this analysis, you will have to make the call on instrumentality and be prepared to defend it if the agency investigates. We note that we think it...
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2104001 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 5(a)

Response/Comments

Report in Item 5a revenues from services rendered in the US, as well as revenues from any US establishment that booked those services. Report the entire year’s revenues for the entity acquired in...
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2104006 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 2

Response/Comments

You do not need to list these individuals in item 2(a). Please describe the fact that there will be 60 plus rollover shareholders in item 3(a) and none of them will have reportable acquisitions.
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2103006 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
801.1, 801.2

Response/Comments

Assuming the son is over 18, the father and son are separate UPEs. If there is a reorg, the single parent would be the UPE. If not, each UPE would list its subs as acquired entities.
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2103001 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.71

Response/Comments

802.71 potentially covers any transfer by a settlor to an irrevocable trust (irrespective of who settled the trust). The identity of the recipient does not matter, so long as the other regulatory...
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2103005 Informal Interpretation

Staff:
Vesselina Musick
Rule:
Item 4(b)

Response/Comments

Please submit Corp’s financial statements and put an endnote that the Corp shares are held through a trust, and that the trust’s financials can be supplied upon request or that the trust does not...
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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.
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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...
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