2009007 Informal Interpretation

Date:

Tags:

Rule:
Item 4(c)
Staff:
Anne Six
Response/Comments:

The documents you describe, composed from or containing excerpts from ordinary course documents, are not themselves ordinary course documents but rather new documents. If they were created for the transaction, including for placement in a dataroom, and include 4(c) content, they are responsive and should be included as 4(c) documents.

Question

From: Six, Anne


Sent: Friday, September 11, 2020 12:14:16 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: FW: 4(c) question

The documents you describe, composed from or containing excerpts from ordinary course documents, are not themselves ordinary course documents but rather new documents. If they were created for the transaction, including for placement in a dataroom, and include 4(c) content, they are responsive and should be included as 4(c) documents.

From: [Redacted]


Sent: Friday, September 11, 2020 7:15:57 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: 4(c) question

Dear All:

I hope all are well.

I represent a seller in a transaction. The seller placed a number of documents in the data room that contained excerpts from its ordinary course documents. I understand that if they added commentary or discussion, these would be 4c documents. But, if the documents do not contain any added material but simply contain excerpts from pre-existing ordinary course documents, are they responsive for the seller?

 

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.

Learn more about Informal Interpretations.