1905002 Informal Interpretation

Date:

Tags:

Rule:
Item 6(a)
Staff:
Nora Whitehead
Response/Comments:

The language in the instructions pertaining to Item 6a is meant to reflect the same test that we use for the foreign exemptions. If the UPE controls foreign entities with any sales into the US (even intracompany sales), then those entities must be listed in 6a if they have total assets of $10M or more.

 

Question

From: Whitehead, Nora


Sent: Thursday, May 16, 2019 9:54:07 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: Question Regarding Item 6(a)

The language in the instructions pertaining to Item 6a is meant to reflect the same test that we use for the foreign exemptions. If the UPE controls foreign entities with any sales into the US (even intracompany sales), then those entities must be listed in 6a if they have total assets of $10M or more.

From: [Redacted]


Sent: Wednesday, May 15, 2019 11:00:01 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: Question Regarding Item 6(a)

Good evening,

I have a quick question regarding if subsidiary sales of intellectual property royalties to a parent corporation qualify as “sales in or into the US” under 6(a). As indicated by Informal Interpretation 1407004, “foreign entities are only listed in 6(a) if they have intracompany (or direct to customer) manufacturing sa[l]es into the US.” As such, it is our interpretation that whether the subsidiary/entity is foreign or domestic, intracompany non-manufacturing sales (i.e., IP royalties) do not qualify as sales in or into the US under 6(a). Do you agree?

Please feel free to reach out by telephone or email if you have any question.

 

About 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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