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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1604008 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.11, 801.1

Response/Comments

In determining the size of a natural person, 801.11(d) allows for the exclusion of the type of assets described in PNPM 94 (personal residences, artwork, vehicles for personal use, jewelry, and other...

1604007 Informal Interpretation

Staff:
Diana Gillis
Rule:
801.1(o), 801.2(g), 801.13

Response/Comments

The parties may file separate HSRs for each entirely separate transaction, and may close once the relevant waiting period expires or early termination is granted (even if the other transaction is...

1604005 Informal Interpretation

Staff:
Evan Storm
Rule:
801.10, 801.13, 801.14

Response/Comments

For the 90% being acquired, if the acquisition/tender price is determined (as it sounds to be), then the value is the greater of the market price (the lowest closing quotation, or, in an interdealer...

1604003 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.2(c)

Response/Comments

You use the LogCo net revenues (which are gross revenue minus returns, discounts and allowances, but not minus costs – see informal interp 1509005) because Logco (the entity with third party sales)...

1604001 Informal Interpretation

Staff:
Kate Walsh
Rule:
Items 4(c) and 4(d)

Response/Comments

If documents otherwise responsive to Item 4(c) discuss only foreign markets, they are not responsive to Item 4(c). The same holds true for documents otherwise responsive to 4(d)(ii) and 4(d)(iii)...

1603005 Informal Interpretation

Staff:
Evan Storm
Rule:
Items 3 and 4(b)

Response/Comments

Do not need to translate documents reponsive to Items 3 or 4. If the agreement is in a foreign language, provide a thorough description of the transaction in Item 3(a). If the annual report is in a...

1602001 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.63, Size of Transaction

Response/Comments

For purposes of calculating the size of transaction, debt that is acquired post-bankruptcy announcement and that will be cancelled/forgiven in exchange for equity in target must be included. This is...

1602002 Informal Interpretation

Staff:
Kate Walsh
Rule:
801.11

Response/Comments

If a natural person has an annual statement of income and does not control any other entities - end of analysis. Whatever is on the income statement rules for purposes of determining size of person...

1601001 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.51

Response/Comments

Leasing ships is a contract to provide a service. For 802.51, in the context of services, it matters where the contracts to provide the services (here, leases) are entered into and where the services...

1601002 Informal Interpretation

Staff:
Kate Walsh
Rule:
7A(c)(1), 802.1, 802.4

Response/Comments

7A(c)(1) (not 802.1) may exempt insurance company transactions involving the acquisition of portfolios of insurance policies, if the target will continue to sell insurance policies. If the...

1512001 Informal Interpretation

Staff:
Kate Walsh
Rule:
801.2, continuum

Response/Comments

We apply continuum in a limited set of circumstances. A typical scenario is a reorganization followed by an acquisition where there are a number of steps in the reorganization that each trigger a...

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