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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2009007 Informal Interpretation

Staff:
Anne Six
Rule:
Item 4(c)

Response/Comments

The documents you describe, composed from or containing excerpts from ordinary course documents, are not themselves ordinary course documents but rather new documents. If they were created for the...

2008001 Informal Interpretation

Staff:
Vesselina Musick
Rule:
Item 4

Response/Comments

The UPE of the Acquiring Entity should submit the additional 4c/d documents through a separate FTP transfer (Accellion link) at the time the Acquiring Entity submits the HSR filing. The UPE should...

2007001 Informal Interpretation

Staff:
Karen Berg
Rule:
803.5, Item 3

Response/Comments

The backside acquisition would be a non-801.30, and as such it would require an affidavit attesting to the execution of an agreement. If no agreement exists yet, a filing would be premature.

2007003 Informal Interpretation

Staff:
Karen Berg
Rule:
802.30, 802.4

Response/Comments

We view this as an acquisition with a backside. As such, the entities are viewed as they exist going into the transaction and SPAC’s acquisition of Target is reportable.

2006005 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.10

Response/Comments

We cannot tell if the acquiring person is determining fair market value in good faith since we do not know what impact the claims already made have on a good faith valuation in this particular...

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