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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1606002 Informal Interpretation

Staff:
Kate Walsh
Rule:
801.40; 801.50; 801.2

Response/Comments

In determining whether a transaction is an acquisition or a formation, we look at what each party is contributing. When one party is only contributing cash, we treat that as an acquisition. UPDATE...

1605007 Informal Interpretation

Staff:
Kate Walsh
Rule:
801.13

Response/Comments

For publicly traded stock, the value of stock held prior to the acquisition is the market price. Do not use fair market value if closing is more than 45 days out.

1605005 Informal Interpretation

Staff:
Diana Gillis
Rule:
801.1(b)(1)(ii)

Response/Comments

UPDATE August 3, 2016: This no longer represents the position of the PNO. For purposes of determining control of a non-corporate entity, do not include indirect profits/assets via a non-controlled...

1605004 Informal Interpretation

Staff:
Diana Gillis
Rule:
802.2(c)

Response/Comments

Given the lack of additional capital investment required and the expected timeframe and requirements to becoming operational, we believe the power plant you describe is substantially complete, making...

1605001 Informal Interpretation

Staff:
Evan Storm
Rule:
801.13, 803.7, 803.9, 803.10

Response/Comments

UPDATE January 24, 2017: As noted below, the PNO allows amended filings in certain circumstances. Prior to submitting an amended filing, please contact the PNO to confirm that your facts allow for an...

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...

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