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 4058

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1607010 Informal Interpretation

Staff:
Diana Gillis
Rule:
802.40; 801.2(f)(3)

Response/Comments

In your hypothetical, health care systems A and B are affiliating and creating a Newco non-profit. Newco will appoint the directors of A and B subsequent to the formation of Newco. At the time of...

1607005 Informal Interpretation

Staff:
Karen Berg
Rule:
801.1(d)(2); 803.2(d); Item 5; Item 6; Item 7

Response/Comments

The GP of the UPE is an associate, as well as other entities for which the GP is general partner. The individuals that own the GP are not associates. A Management Company that does not manage...

1607004 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.10

Response/Comments

If there is a reasonable basis for estimating the contingent portion(s) of the consideration, then the acquisition price can be determined. If, however, the contingent portion(s) is/are too...

1607003 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.1(f)(1)(i); 801.12

Response/Comments

Non-voting securities are not subject to the Act. The value of the voting securities of Target's wholly owned subsidiaries do not have to be aggregated. Include the value of pre-closing dividends in...

1607002 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
802.31

Response/Comments

Beneficial ownership does not pass until the options are exercised or, for the RSUs, until the Director resigns (because here the Directors will not have beneficial ownership of any voting securities...

1607001 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 6(b)

Response/Comments

You do not need to aggregate the holdings of the LPs or LLCs for the purpose of responding to item 6(b). If an LP on its own has 5% or more, you would just respond with the name of the GP.

1606008 Informal Interpretation

Staff:
Karen Berg
Rule:
801.30

Response/Comments

Acquisitions under UK Schemes of Arrangment are 801.30 transactions. For the acquisition price, use the exchange rate for the date of closing. Even though the closing date will typically be in the...

1606007 Informal Interpretation

Staff:
Diana Gillis
Rule:
802.2(c)

Response/Comments

We agree with your analysis. In this situation, where both the mill and timberlands are sold to the same buyer, the mill is a manufacturing facility, and therefore is not “unproductive real property...

1606004 Informal Interpretation

Staff:
Diana Gillis
Rule:
Item 5

Response/Comments

The identity of the customer is irrelevant. If shipping from the US, count in Item 5. If shipping from a foreign location to the US, don’t count in Item 5, unless the sale is booked by a US entity...

1606006 Informal Interpretation

Staff:
Nora Whitehead
Rule:
7A(c)(1); 802.4

Response/Comments

In analyzing the acquisition of an insurance company or business unit, as opposed to an acquisition of a portfolio of insurance policies [i.e., an asset acquisition], you must use 802.4 in...

1606003 Informal Interpretation

Staff:
Evan Storm
Rule:
Item 4(c); Item 4(d); Item 5; Item 6; Item 7, Item 8; 803.6

Response/Comments

When submitting an HSR for a fund that does not yet exist: The GP can file and sign the form. If New Fund will not yet have any operations, Items 5 and 8 will be blank; Items 6 and 7 may have...

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.

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