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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1301005 Informal Interpretation

Staff:
Michael Verne
Rule:
801.4

Response/Comments

We take the position that the only secondary acquisitions you have to look at in a consolidation is when both parties hold minority positions in the same issuer. We think that makes sense because...

1301008 Informal Interpretation

Staff:
Michael Verne
Rule:
801.40

Response/Comments

1. We have historically treated S.a.r.L. entities as non-corporate. 2. We are fine with these multiple steps all being treated as part of the JV formation K Walsh concurs. UPDATE June 1, 2016:...

1301003 Informal Interpretation

Staff:
Michael Verne
Rule:
802.3, 802.4

Response/Comments

1. I agree that the equipment and machinery being used on the leased property constitutes associated exploration or production assets. 2. Y would need to do a fair market value to determine if the...

1211011 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10

Response/Comments

UPDATE February 16, 2017: For clarification, the PNO's current position is that the repayment of debt may be deducted from the acquisition price only where the debt is held by, or secured by, Target...

1211008 Informal Interpretation

Staff:
Michael Verne
Rule:
802.2(h)

Response/Comments

– Agree, K Walsh concurs. UPDATE 8/24/2015: The warehouse exemption, 802.2(h), will no longer be available for oil/gas storage facilities. If you have any questions on the application of 802.2(h) to...

1211006 Informal Interpretation

Staff:
Michael Verne
Rule:
802.2, 802.5

Response/Comments

Thinking more about this, we are not sure we agree with Nancy's take. If you are acquiring an entire outdoor advertising business, we don't think you can exempt real property used in...

1211002 Informal Interpretation

Staff:
Michael Verne
Rule:
802.52

Response/Comments

– Agree. UPDATE March 23, 2015: The PNO’s current position is that where the primary acquisition is exempt under 802.51 or 802.52, any secondary acquisition (as defined in Section 801.4(a)) is also...

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