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 3961

1503002 Informal Interpretation

Staff:
Walsh, Kathryn E
Rule:
Pharma license

Response/Comments

We do not think this license is reportable. If we understand correctly, at issue is the IP for the active pharmaceutical ingredient. Based on the facts below, the Licensor will still be able to use...

1503001 Informal Interpretation

Staff:
Gillis, Diana L
Rule:
Voting Trust as UPE

Response/Comments

We analyze voting trusts like shareholder agreements or proxies. The 2014 interpretation you cite is on point, and since the voting trust is irrevocable, it would be the UPE. The other two...

1502001 Informal Interpretation

Staff:
Gillis, Diana L
Rule:
801.51 and airlines

Response/Comments

First determine where the plane is registered. If registered in the US, it is a US asset. If foreign, you then look to revenues from flights either to or from the US, which would be considered US...

1501003 Informal Interpretation

Staff:
Michael Verne
Rule:
Size of person – assets determination

Response/Comments

the PNO position is that once assets are listed on the balance sheet, there is little flexibility in the total asset calculation. You must include the line item.

1412010 Informal Interpretation

Staff:
Michael Verne
Rule:
Non-corporate interests and Form Item 6

Response/Comments

In the past we'd treated Cayman Ltds as corporate entities, but I think we should shift to non-corporate given the fact that it acts like an LP and there are disclosure issues. So, treat it as a...

1412009 Informal Interpretation

Staff:
Michael Verne
Rule:
15 UCS 18a(c)(1) – 7A(c)(1)

Response/Comments

We agree - this is exempt under 7A(c)(1) - but not § 802.1. When §802.1 was rewritten in the rulemaking that was finalized in 1996, it became limited to specific categories of goods (e.g., new goods...

1412006 Informal Interpretation

Staff:
Michael Verne
Rule:
802.3 and 802.4

Response/Comments

802.4 is an asset based exemption, so you look at all of the underlying assets, regardless of the percentage of voting securities you are acquiring. Here's the key sentence from 802.4: An...

1412005 Informal Interpretation

Staff:
Michael Verne
Rule:
Manual Interp 94

Response/Comments

- what it is saying is that when you do a FMV, you take into account the possibility of future payments, but the entire FMV is done at present value because it is based on the fiction that the buyer...

1412007 Informal Interpretation

Staff:
Michael Verne
Rule:
802.3

Response/Comments

Yes- it is not producing the methane. That's the equipment that is associated with the methane reserves that are exempt under 802.3. Think of it like you are buying natural gas reserves. You can...

1412002 Informal Interpretation

Staff:
Michael Verne
Rule:
Pharma License

Response/Comments

we have made a distinction between a licensee having the exclusive right to the drug for a specific indication or therapeutic area with the licensor retaining the right to the same drug for other...

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