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 121 - 140 of 3967

1311002 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1(f). 801.2

Response/Comments

Our current position is that X is still getting an exclusive license for a specific indication in the U.S. geographic market. Y is retaining the right to manufacture the product for the non-US...

1311003 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1(q)

Response/Comments

No - it is still exclusive. It has long been and continues to be our position that the retention of co-development and co-promotion rights does not defeat the exclusivity of the license. Your cite to...

1310008 Informal Interpretation

Staff:
Michael Verne
Rule:
801.15(d), 802.50, 802.51

Response/Comments

For the sales in or into the US test: under 801.15(d) you would have to aggregate the US sales of any foreign assets being acquired from A, B and C with the US sales of FI A and FI B. For the assets...

1310003 Informal Interpretation

Staff:
Michael Verne
Rule:
801.10

Response/Comments

I agree with your conclusions (refer to email) We are not sure what the thinking was on the attached interp. It's possible that it hinged on being structured as a redemption or cancellation of...

1310006 Informal Interpretation

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

Response/Comments

As long as the UPE of the seller is not exiting the business of extended credit, 7A(c)(1) will cover it. Creditor claims are the type of financial instruments we have extended this exemption to. K...

1310001 Informal Interpretation

Staff:
Michael Verne
Rule:
802.50

Response/Comments

1) Yes - the assets of a maquiladora are assets located outside of the US 2) Yes -If sales into the US (other than to its US sponsor) do not exceed $50 million (as adjusted) the acquisition is exempt...

1310002 Informal Interpretation

Staff:
Michael Verne
Rule:
802.2(c), 802.3(a)

Response/Comments

No - you are missing the key clause in point 3 of 1207002: "so long as the adjacent producing reserves qualify for the carbon­ based mineral reserves exemption under 16 C.F.R. §802.3(a)."...

1309002 Informal Interpretation

Staff:
Michael Verne
Rule:
801.12

Response/Comments

Because applying the formula in§ 801.12, LLC holds 55.56%, not 46.18%. § 801.12(b) requires calculations of the percentage of voting securities held to be made according to the following formula:...

1309001 Informal Interpretation

Staff:
Michael Verne
Rule:
801.13

Response/Comments

The attached article concluded that a series of a Delaware Statutory Trust is not itself a separate legal entity, whereas the trust itself is. We agree with that conclusion. http://www.rlf.com/files/...

1308003 Informal Interpretation

Staff:
Michael Verne
Rule:
802.9

Response/Comments

Our take is that as long as Person A (the UPE of Fund), A's Advisor and the Affiliated Advisor are passive, the exemption is available for acquisitions made by A. The fact that Manager (of Fund...

1308004 Informal Interpretation

Staff:
Michael Verne
Rule:
801.50

Response/Comments

It would appear that the size of transaction test for both the acquisition by A of LLC X interests and the acquisition by B of LLC X interests is satisfied, since each would be acquiring interests...

1308001 Informal Interpretation

Staff:
Michael Verne
Rule:
801.4

Response/Comments

The comity exception does not apply when the acquiring person will hold a controlling interest as a result of the secondary acquisition. If B has sufficient nexus with the US, the transaction is...

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