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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Displaying 21 - 40 of 3967

1412010 Informal Interpretation

Staff:
Michael Verne
Rule:
Non-corporate interests and Form Item 6

Response/Comments

In the past we'd treated Cayman Ltds as corporate entities, but I think we should shift to non-corporate given the fact that it acts like an LP and there are disclosure issues. So, treat it as a...

1412009 Informal Interpretation

Staff:
Michael Verne
Rule:
15 UCS 18a(c)(1) – 7A(c)(1)

Response/Comments

We agree - this is exempt under 7A(c)(1) - but not § 802.1. When §802.1 was rewritten in the rulemaking that was finalized in 1996, it became limited to specific categories of goods (e.g., new goods...

1412005 Informal Interpretation

Staff:
Michael Verne
Rule:
Manual Interp 94

Response/Comments

- what it is saying is that when you do a FMV, you take into account the possibility of future payments, but the entire FMV is done at present value because it is based on the fiction that the buyer...

1412006 Informal Interpretation

Staff:
Michael Verne
Rule:
802.3 and 802.4

Response/Comments

802.4 is an asset based exemption, so you look at all of the underlying assets, regardless of the percentage of voting securities you are acquiring. Here's the key sentence from 802.4: An...

1412007 Informal Interpretation

Staff:
Michael Verne
Rule:
802.3

Response/Comments

Yes- it is not producing the methane. That's the equipment that is associated with the methane reserves that are exempt under 802.3. Think of it like you are buying natural gas reserves. You can...

1412003 Informal Interpretation

Staff:
Michael Verne
Rule:
802.64

Response/Comments

- looking back to the SBP for the 1978 Final Rule 802.64, it appears that the type of entity you are describing was specifically excluded from the exemption: "Partnerships holding voting...

1412002 Informal Interpretation

Staff:
Michael Verne
Rule:
Pharma License

Response/Comments

we have made a distinction between a licensee having the exclusive right to the drug for a specific indication or therapeutic area with the licensor retaining the right to the same drug for other...

1412001 Informal Interpretation

Staff:
Michael Verne
Rule:
REIT

Response/Comments

We can't blink on this one. The rule says "No new assets will be contributed to the new entity as a result of the conversion". We have stretched that to say that if only cash is...

1409002 Informal Interpretation

Staff:
Michael Verne
Rule:
15 USC 18a(c)(9) - 7A(c)(9), 802.9 and 801.15(b)

Response/Comments

If Person X intends to pursue an acquisition of the entire company, the 7A(c)(9) exemption would not apply. 801.15(b) would require aggregation of the stock already held because of the clause "...

1409001 Informal Interpretation

Staff:
Michael Verne
Rule:
803.12

Response/Comments

Example 4 to 803.12 covers this. The filing is deemed to be withdrawn when the tender offer is withdrawn, but the acquiring person can refile without a new filing fee on the merger.

1408006 Informal Interpretation

Staff:
Michael Verne
Rule:
NAICS Codes

Response/Comments

Owned restaurant revenues would be reported under the restaurant code (e.g., 722513). Franchising revenues would be reported under: 533110 - Franchise agreements, leasing, selling or licensing,...

1408004 Informal Interpretation

Staff:
Michael Verne
Rule:
Size-of-Transaction & Non-reportable transactions

Response/Comments

All correct You are not able to file on a non-reportable transaction (60% valued at less than $75.9 million), however, we take the position that if you have a stepped transaction with a commitment to...

1408003 Informal Interpretation

Staff:
Michael Verne
Rule:
Correct filing entity

Response/Comments

We would allow a filing in the alternative here. We think you are saying that Corp. B is a holding company that currently only holds a minority interest in Opco LLC. If that is the case, we would say...

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