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.
Displaying 241 - 260 of 4404
Date
Rule
Item 4(b)
Yes, the acquired person and acquired entity must provide their own financials.
File
Original Image
(76.44 KB)
Date
Rule
802.63
Rule 802.63 does not exempt this transaction.
File
Original Image
(107.26 KB)
Date
Rule
801.10
If the size of transaction is below the size-of-transaction threshold, the parties may withdraw their filings, and then close without violating the HSR Act. To be clear, the filings must be withdrawn...
File
Original Image
(137.64 KB)
Date
Rule
803.1, DVD filing Instructions
The style guide, which covers DVD filings, is available on our website: https://www.ftc.gov/enforcement/premerger-notification-program/form-ins… If you need a copy of the Form and...
File
Original
(113 KB)
Date
Rule
803.12
While a refiling may be submitted by DVD, the new DVD will replace the old one. Therefore, the refiling must contain all of the original attachments, in addition to updated and new material.
File
Original
(106.95 KB)
Date
Rule
802.4
We agree, so long as title to the inventory has not passed to a US entity.
File
Original
(51.08 KB)
Date
Rule
801.30
Yes, as long as the letter is clear about both UPEs.
File
Original
(75.24 KB)
Date
Rule
802.9
Please see responses in bold, below.
File
Original
(117.82 KB)
Date
Rule
801.10
You are correct to use the FMV.
File
Original
(82.33 KB)
Date
Rule
801.10, 802.51
Question 1: We agree that tax credits do not count against the use of 802.51. Question 2: 801.10(c)(3) requires a fair market value determination by each board. Either or both boards may delegate this...
File
Original
(108.49 KB)
Date
Rule
7(a)(c)(1)
We agree that the REIT exemption applies.
File
Original
(114.58 KB)
Date
Rule
801.1
We view this as an acquisition followed by a backside transaction. As such, the entities are viewed as they exist going into the transaction. Thus, SPAC’s acquisition of A Corp is reportable. If SPAC...
File
Original
(111.39 KB)
Date
Rule
801.10
The board can determine that the value is in excess of $807.5 million.
File
Original
(79.47 KB)
Date
Rule
3(b)
[Redacted], The Item 3(b) documents must be executed, but there are no special requirements for how they are signed. Best regards, Kristin
File
Original
(104.38 KB)
Date
Rule
T+3
The SEC’s move to a T+2 (trade date + 2 business days) settlement cycle does impact prior PNO guidance related to T+3. In general, under T+2, when an investor buys a security, the brokerage firm must...
File
Original
(112.51 KB)
Date
Rule
802.50
[Redacted], We agree. Best regards, Kristin
File
Original
(137.39 KB)
Date
Rule
Multiple acquiring persons, 803.5(b)
[Redacted], In a non‐801.30 filing, the PNO will accept HSR forms from multiple potential acquiring persons for the same assets or entities (i.e., bidders in a private auction) as long as the parties...
File
Original
(113.64 KB)
Displaying 241 - 260 of 4404