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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1403005 Informal Interpretation

Staff:
Michael Verne
Rule:
802.3

Response/Comments

If it is a 55% undivided interest in the reserves, you would look at 55% of the value of the total reserves. If it is a 55% interest in an entity that holds the reserves: you would be under §802.4,...

1403002 Informal Interpretation

Staff:
Michael Verne
Rule:
801.15, 802.30

Response/Comments

This is exactly what we were addressing when we amended §801.15 to include §802.30 as an add-on to the form change rulemaking: The amendment to the aggregation rules in §801.15 would eliminate the...

1403003 Informal Interpretation

Staff:
Michael Verne
Rule:
801.15, 802.30

Response/Comments

This is exactly what we were addressing when we amended §801.15 to include §802.30 as an add-on to the form change rulemaking: The amendment to the aggregation rules in §801.15 would eliminate the...

1403001 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1, 802.71

Response/Comments

UPDATE August 3, 2016: Clarification – the distribution of voting securities in this example does not constitute a reversionary interest in the trust, but the distribution could be a potentially...

1402002 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1

Response/Comments

Issue 1: - If not same day, he can use T+3 to sell the shares - Gift to the trust would not be held by the trust if husband can on his own remove and replace the trustee (wife is deceased) - If both...

1401004 Informal Interpretation

Staff:
Michael Verne
Rule:
801.2

Response/Comments

We agree that neither the distribution agreement (with exclusive trademark license within the territory) for the (REDACTED) products or the third party products are reportable. The warehouses and...

1401005 Informal Interpretation

Staff:
Michael Verne
Rule:
801.2

Response/Comments

1. Mr. X will know months in advance of the vesting date whether the performance goals have been met. Further, presumably he knows whether he intends to remain an officer of the company through the...

1401006 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1(c)

Response/Comments

Here is our current position on swaps: Various scenarios involving swaps: .Cash settled swaps are never a problem because the investor never receives any stock. He is essentially making a cash bet on...

1401003 Informal Interpretation

Staff:
Michael Verne
Rule:
802.5

Response/Comments

UPDATE: July 14, 2015 -- The below interpretation, as it relates to 802.5, is no longer the position of the PNO. The PNO’s clarified position, found at " HSR Rule 802.5: the Investment Rental...

1401001 Informal Interpretation

Staff:
Michael Verne
Rule:
801.12

Response/Comments

Yes- you would treat the multiple classes voting together as a single class for 801.12. So in your case, there are four classes of stock: A+B (1 director), C+D (2 directors), Common (1 director), and...

1312007 Informal Interpretation

Staff:
Michael Verne
Rule:
802.51

Response/Comments

We have never allowed any grace period for 802.51. The rule says "in its most recent fiscal year". It's different for size of person because the rule specifically says not more than 15...

1312008 Informal Interpretation

Staff:
Michael Verne
Rule:
801.2

Response/Comments

We look at the primary acquisition (of Target) as preceding the backside acquisitions (members of Target acquiring interests in Holdco LLC). So Fund A still controls at the time the Target interests...

1312005 Informal Interpretation

Staff:
Michael Verne
Rule:
801.1

Response/Comments

1) If B is acquired directly by A, there is no acquiring person, so not reportable. 2) If B is acquired by a sub of A that is not itself an agency of the state, the sub would be its own UPE and the...

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