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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1511001 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.2(c)

Response/Comments

The power plant described in your fact pattern is substantially complete, making it a facility which is excluded from the exemption per 802.2(c)(2)(i). Since the plant will be ready to operate at...

1509004 Informal Interpretation

Staff:
Diana Gillis
Rule:
802.4, 802.50

Response/Comments

Parent A's side of the formation is exempt. For purposes of 802.50, Company A's sales for services provided in the US should be attributed to the US assets. The cost of sales cannot be excluded.

1509002 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.50

Response/Comments

Whether a satellite is considered to be located in or outside the United States turns on whether its owner qualifies as a ‘foreign person’ under Section 801.1(e)(2)(i). If its owner qualifies as a ‘...

1509003 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.51, 802.4, 802.50

Response/Comments

The acquisition of the 50% interest in the JV is exempt under 802.51. 802.4 may apply if the 50% interest in the JV was not being distributed.

1508005 Informal Interpretation

Staff:
Susan Pope
Rule:
801.1(o), 801.2(g)

Response/Comments

If there is a specific term after which the rights under the exclusive license revert to the licensor, there is nothing reportable if that normal termination occurs. If, however, the agreement is...

1508004 Informal Interpretation

Staff:
Whitehead, Nora
Rule:
Form Item 4(c) and 4(d)(ii)

Response/Comments

These are responsive to Item 4dii,assuming they are a year old or newer. If they are older than one year, even though they are arguably not responsive to Item 4c because there was no deal on the...

1507002 Informal Interpretation

Staff:
Whitehead, Nora
Rule:
Form Item 4c

Response/Comments

UPDATE July 7, 2016: In addition to the files of Newco officers/directors or people slated for those roles, people acting as officers/directors should also be searched. You need not provide any...

1507003 Informal Interpretation

Staff:
Walsh, Kathryn E.
Rule:
802.5

Response/Comments

Doing the leasing directly to wireless services providers is enough to be in the business for our purposes. Indeed, that means the seller is also in the business. Both of these reasons mean the...

1506006 Informal Interpretation

Staff:
Whitehead, Nora
Rule:
802.2(c)

Response/Comments

Any production machinery or equipment is not exempt under 802.2c and must be separately valued. We agree that the non-machinery / equipment portion of the ethylene plant (as you describe below) is...

1506005 Informal Interpretation

Staff:
Gillis, Diana L
Rule:
802.50 / 802.51 / 801.11(c) Revenues Question

Response/Comments

You use the last fiscal year, whether or not they have been finalized into annual statements or not. So if the fiscal year ends tomorrow, that's the relevant year.

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