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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17010005 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
Voting securities, 801.1(f)(1)(i)

Response/Comments

Sharon, We agree that these are not voting securities. FYI – we are rolling out a new email address for HSR questions for the shop. When you email HSRHelp@ftc.gov , every PNO attorney will receive...

17010003 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
Question on 7A(c)(10)

Response/Comments

[Redacted], We would not consider this to be the same acquisition, so 7A(c)(10) does not apply. Also, we are rolling out a new email address for HSR questions for the shop. When you email HSRHelp@ftc...

17010002 Informal Interpretation

Staff:
Ty Carson
Rule:
803.2.

Response/Comments

[Redacted], Pursuant to Rule 803.2, the acquired entity (using one form) may file on behalf of both UPEs if both UPEs have authorized the acquired entity to file on their behalf. A person with actual...

17010001 Informal Interpretation

Staff:
Karen Berg
Rule:
7(a)(c)(11)

Response/Comments

Apologies for the delay in responding. Informal Interpretation 0211015 no longer reflects the position of the PNO. 7Ac1 is not available under these facts because Bank B is exiting the business of...

1709009 Informal Interpretation

Staff:
Karen Berg
Rule:
801.11(e), 802.63

Response/Comments

You are correct that the 802.63 exemption is not available for New LLC in the scenario you describe. In addition, the debt being cancelled in exchange for Company A’s assets is not “cash” for the...

1709008 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.10

Response/Comments

1. No, the fixed portion’s proximity to the threshold does not affect whether or not the overall purchase price is determined. See PNPM #54. 2. We will generally accept any FMV that has been made in...

1709006 Informal Interpretation

Staff:
Karen Berg
Rule:
7A(b)(3)(A). 801.1(f)(1)(i)

Response/Comments

In the transaction you describe, you need only value the voting securities of Corporation X to determine the size of transaction.

1709005 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.2, 803.7

Response/Comments

1. Correct, if the shareholder was instrumental, then there is a potential filing. 2. No, there is no flexibility here. Depending on the timing of the acquisition, the acquiring person may wish to...

1708008 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 3, Item 5

Response/Comments

We agree with you on #1; on #2, a note about additional anticipated acquisitions are always welcome, but especially important when the acquisitions are in the same or related industries.

1708006 Informal Interpretation

Staff:
Karen Berg
Rule:
801.1, 801.10, 801.11

Response/Comments

You need to begin by applying rules 801.10 and 801.11 to analyze the separate , not combined, holdings of each of A and B (unless they are spouses). It may be that one meets the size of person and...

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