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.

Learn more about Informal Interpretations.

Displaying 1 - 20 of 4081

Pages

1702002 Informal Interpretation

Staff:
Diana Gillis
Rule:
Item 3(b)

Response/Comments

On non‐competes ‐‐ 1. We are fine with not receiving non‐competes that are in the form of a continuing employment agreement and the acquired person is not a party to said agreement. 2. Situations...

17010002 Informal Interpretation

Staff:
Ty Carson
Rule:
802.21

Response/Comments

We agree with your analysis. The exemption under 802.21 is issuer specific. Under the facts you lay out, Core Company is replacing Company for purposes of this rule, and therefore a filing to acquire...

17010004 Informal Interpretation

Staff:
Ty Carson
Rule:
802.9

Response/Comments

The 802.9 exemption does not apply based on the facts you lay out. The indicia listed in the SBP are illustrative and not an exhaustive list. Informal Interpretation 0009008 is no longer the position...

16120006 Informal Interpretation

Staff:
Ty Carson
Rule:
801.1(c)

Response/Comments

The accounting treatment under the applicable national rules does not dictate whether an asset is held by an entity. The facts you lay out support a conclusion that beneficial ownership of the...

16120002 Informal Interpretation

Staff:
Ty Carson
Rule:
801.1, 803.9

Response/Comments

The facts you describe represent two reportable transactions. The Seller UPE must provide a separate filing for each of the transactions: (1) PE Fund A to acquire Target as it exists without Target...

16110006 Informal Interpretation

Staff:
Ty Carson
Rule:
801.10; Cash Tender Offer

Response/Comments

If the Acquiring Person will acquire 50% or more of the voting securities of Target via the cash tender offer portion of the acquisition (i.e., will obtain control via voting securities purchased...

16110007 Informal Interpretation

Staff:
Nora Whitehead
Rule:
801.1(f)(1)(ii)

Response/Comments

There is no general exemption for agricultural co-ops. An acquisition of co-op interests is to be treated as an acquisition of non-corporate interests.

16110005 Informal Interpretation

Staff:
Nora Whitehead
Rule:
803.10; 803.6

Response/Comments

The 15-day waiting period would not apply to this foreign bankruptcy (and Interp. 230 in the premerger practice manual would be inapplicable). Because this is not a US bankruptcy under Section 363(b...

Pages