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.

Displaying 201 - 220 of 3954

1209011 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10

Response/Comments

The $10 million would not be included as consideration for the partnership interests. On the rollover: 1) If the current partners retain their interests directly in the Target, they would not be...

1209010 Informal Interpretation

Staff:
Michael Verne
Rule:
801.13

Response/Comments

I'm assuming that the three acquisitions are contingent on one another. 801.13 would require you to aggregate the three secondary acquisitions of 33.3%. Arguably, you could stop aggregating at...

1209008 Informal Interpretation

Staff:
Michael Verne
Rule:
802.4, 803.9

Response/Comments

– It is based on the statutory language that bases the fee on the "value of voting securities held as a result of the acquisition". You can use 802.4 to analyze whether the underlying non-...

1209007 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10

Response/Comments

- The proceeds of the loan are not retiring debt, they are part of the consideration to Seller for the 55% interest in Target LLC. We don't think you can prorate the amount by the percentage...

1209003 Informal Interpretation

Staff:
Michael Verne
Rule:
Form Item 4(d)

Response/Comments

- There is no limitation on banker's pitch books to those who were ultimately engaged, so all of them would be responsive if they are related to the instant transaction. K Walsh concurs...

1207010 Informal Interpretation

Staff:
Michael Verne
Rule:
Form Items 4(c) and 4(d)

Response/Comments

Our current approach to this is you make the call. I think it is a very difficult line to establish and if I were advising a client I would have them provide all docs prepared by or for a director of...

1207007 Informal Interpretation

Staff:
Michael Verne
Rule:
801.2, 802.21

Response/Comments

1) I agree that this is enough to constitute an acquisition of voting securities when the RSUs are granted. 2) If the vesting is deferred and the RSUs lose voting rights, they are no longer voting...

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