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.

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1704007 Informal Interpretation

Staff:
Evan Storm
Rule:
801.11

Response/Comments

1. If the controlled entity has a regularly prepared balance sheet, include the personal, non-income-producing property (such as residences) 2. If the controlled entity does not have a regularly...

1704006 Informal Interpretation

Staff:
Diana Gillis
Rule:
801.1(f)

Response/Comments

As per the May 2016 blog, the inquiry is whether the entity issues securities that allow the holders to vote for the election of a supervisory board of directors. You have affirmatively stated that...

1704005 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
Item 4c, Item 4d

Response/Comments

We agree that documents related to the negotiation and entering into of options are not responsive. However, documents evaluating or analyzing the exercise of the options, whenever they were created...

1704001 Informal Interpretation

Staff:
Evan Storm
Rule:
801.1(c), 7A(c)(10)

Response/Comments

1. A second filing is not required because for HSR purposes the individual is deemed to already hold the stock based on the first HSR filing (i.e., beneficial ownership already passed). 2. If the...

1703009 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
802.4, 801.10

Response/Comments

We agree with you on your first point. On your second point, a FMV must be based on the value of the assets (including intangibles) as an ongoing business, and we will accept any reasonable method of...

1703008 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.13, 801.14

Response/Comments

Thank you for writing this out. We view these steps a part of a single transaction, for $95MM. Therefore, a filing would be required before any of them proceed.

1703006 Informal Interpretation

Staff:
Nora Whitehead
Rule:
801.2(f)(3)

Response/Comments

Informal 1010002 describes a system in which Company appoints all twelve of Target’s Board of Directors. It does not matter that Company appoints nine of the twelve from a pool recommended by Target’...

1703005 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.13, 801.14

Response/Comments

Buyer only needs to make one filing for the acquisition of Company A, but the size of transaction should be for 100%, not 75%, of Company A. Please explain the structure of the transaction in Item 3(...

1703003 Informal Interpretation

Staff:
Evan Storm
Rule:
801.1(b), 801.2

Response/Comments

1. A can file as the UPE of LP (see Int. 232) 2. If A and B don’t know who will control LP, each would have to submit a filing, and there would be two fees

1703001 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.10, 802.4, 802.50, 802.51

Response/Comments

The data are inextricably linked to the value of both the foreign and US IP. Therefore, we think that a reasonable valuation of the US assets should include the value of any data or other intangible...

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...

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