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 301 - 320 of 4404
Date
Rule
801.10
We agree that the shares would be valued at the “Market Price.”
File
Original
(71.99 KB)
Date
Rule
801.1(f)
Yes, that is the position.
File
Original
(85.84 KB)
Date
Rule
801.1(g)
You are correct. The 15‐day waiting period for CTOs only applies to voting securities, per 801.1(g)(2).
File
Original
(80 KB)
Date
Rule
801.30
Yes, unless this is a tender offer, the transaction can be filed as either an 801.30 or a non‐801.30 transaction. See PNPM #217. If you opt to file as an 801.30, remember that a notice letter must...
File
Original
(95.39 KB)
Date
Rule
Form Item 4(b)
1) Unaudited financials, if relied upon by management, are required 2) Otherwise, provide the most recent regularly prepared balance sheet, and income statement for the most recent year
File
Original
(74.48 KB)
Date
Rule
801.11
1. If the controlled entity has a regularly prepared balance sheet, include the personal, non-income-producing property (such as residences) 2. If the controlled entity does not have a regularly...
File
Original image
(60.24 KB)
Date
Rule
801.1(f)
As per the May 2016 blog, the inquiry is whether the entity issues securities that allow the holders to vote for the election of a supervisory board of directors. You have affirmatively stated that no...
File
Original image
(116.33 KB)
Date
Rule
Item 4c, Item 4d
We agree that documents related to the negotiation and entering into of options are not responsive. However, documents evaluating or analyzing the exercise of the options, whenever they were created...
File
Original image
(96.96 KB)
Date
Rule
802.2(a)
We agree that 802.2(a) applies here
File
Original image
(144.3 KB)
Date
Rule
801.1(c), 7A(c)(10)
1. A second filing is not required because for HSR purposes the individual is deemed to already hold the stock based on the first HSR filing (i.e., beneficial ownership already passed). 2. If the...
File
Original image
(107.43 KB)
Date
Rule
802.4, 7A(c)(1)
You’ve got it right, with one minor correction – the threshold is $80.8MM.
File
Original image
(81.92 KB)
Date
Rule
802.4, 801.10
We agree with you on your first point. On your second point, a FMV must be based on the value of the assets (including intangibles) as an ongoing business, and we will accept any reasonable method of...
File
Original image
(196.71 KB)
Date
Rule
801.13, 801.14
Thank you for writing this out. We view these steps a part of a single transaction, for $95MM. Therefore, a filing would be required before any of them proceed.
File
Original image
(149.52 KB)
Date
Rule
801.13, 801.14
A should aggregate the total purchase price for LLC Y.
File
Original image
(143.73 KB)
Date
Rule
801.2(f)(3)
Informal 1010002 describes a system in which Company appoints all twelve of Target’s Board of Directors. It does not matter that Company appoints nine of the twelve from a pool recommended by Target’s...
File
Original image
(78.07 KB)
Date
Rule
801.13, 801.14
Buyer only needs to make one filing for the acquisition of Company A, but the size of transaction should be for 100%, not 75%, of Company A. Please explain the structure of the transaction in Item 3(a...
File
Original image
(118.35 KB)
Date
Rule
802.21, 801.10, Item 4
It would be calendar day prior. When the market closes would not change this.
File
Original image
(187.15 KB)
Date
Rule
801.1(b), 801.2
1. A can file as the UPE of LP (see Int. 232) 2. If A and B don’t know who will control LP, each would have to submit a filing, and there would be two fees
File
Original image
(100.87 KB)
Displaying 301 - 320 of 4404