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 3967

1505007 Informal Interpretation

Staff:
Diana L Gillis
Rule:
Irrevocable Trusts

Response/Comments

(1) Distributions to settlor's spouse, rather than settlor, are not reversionary interests. (2) This also does not count as a reversionary interest. Here is a relevant passage from the Premerger...

1505005 Informal Interpretation

Staff:
Nora Whitehead
Rule:
16 CFR 18a(c)(1) – 7A(c)(1)

Response/Comments

We have given this a lot of thought, and we will not extend the 7Ac1exemption to cover the acquisition of non-financial instruments. Based on the information you have provided us below, it appears...

1505006 Informal Interpretation

Staff:
Kathryn E Walsh
Rule:
802.63(a), 801.15(a), and 802.9

Response/Comments

(Redacted), we agree with 1 through 3. As for 4, we agree that if you acquired shares under 802.63,those would not be counted towards the 10% threshold of 802.9.

1505002 Informal Interpretation

Staff:
Diana L Gillis
Rule:
802.4

Response/Comments

The pullet houses are not exempt, because they are used in conjunction with the laying/washing/packing complex {it's an either/a( test- either adjacent to or used in conjunction...). - here is...

1505001 Informal Interpretation

Staff:
Diana L Gillis
Rule:
801.10

Response/Comments

Only a FMV can be relied on for 60 days. If the acquisition price in an asset deal cannot be determined before close, you simply rely on the FMV. If the acquisition price will become determined prior...

1504001 Informal Interpretation

Staff:
Diana L Gillis
Rule:
802.9

Response/Comments

The interpretation you cite is out of date. Where an individual is involved with a sub such that he could not claim passive intent with the sub, he similarly cannot claim passive intent with the...

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.

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