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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Date
Rule
801.10, 802.4, 802.50, 802.51
The data are inextricably linked to the value of both the foreign and US IP. Therefore, we think that a reasonable valuation of the US assets should include the value of any data or other intangible...
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(182.77 KB)
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801.10
You do understand the clarification correctly.
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(89.29 KB)
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Rule
Item 7(c)(iv)
Then yes, the establishments are where the revenue generating operations are conducted, not where the customers are
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(89.4 KB)
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Rule
Item 3(b)
On non ‐ competes ‐‐ 1. We are fine with not receiving non ‐ competes that are in the form of a continuing employment agreement and the acquired person is not a party to said agreement. 2. Situations...
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(75.1 KB)
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801.11
We agree with your analysis
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(69.4 KB)
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Rule
Item 4(b)
A stipulation is fine, and you can do that right in Item 4(b), rather than an endnote. You are welcome to send the financials, though.
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(55.98 KB)
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Rule
803.10
The same rule applies for all transactions; 801.30s are not treated differently – if either party asks for ET, it can be granted.
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(57.58 KB)
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Rule
802.21
We agree with your analysis. The exemption under 802.21 is issuer specific. Under the facts you lay out, Core Company is replacing Company for purposes of this rule, and therefore a filing to acquire...
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(62.24 KB)
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Rule
802.9
The 802.9 exemption does not apply based on the facts you lay out. The indicia listed in the SBP are illustrative and not an exhaustive list. Informal Interpretation 0009008 is no longer the position...
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(63.82 KB)
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Rule
803.10
Under your facts, the waiting period expiries Monday 2/6 at 11:59pm. See 803.10(b)(3).
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(76.24 KB)
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Rule
801.1(c)
The accounting treatment under the applicable national rules does not dictate whether an asset is held by an entity. The facts you lay out support a conclusion that beneficial ownership of the vessels...
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(105.74 KB)
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Rule
802.21
#132 is correct. We will update 1201007 accordingly. H only needs to acquire 1 share to satisfy 803.7 and take advantage of 802.21.
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(71.79 KB)
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Rule
803.11
Early termination may be granted at any time during the waiting period.
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(42.34 KB)
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Rule
802.2, 802.3
Acquiring C would be separately reportable. Do not allocate C’s assets to A and B.
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(104.44 KB)
Date
Rule
801.1, 803.9
The facts you describe represent two reportable transactions. The Seller UPE must provide a separate filing for each of the transactions: (1) PE Fund A to acquire Target as it exists without Target...
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(203.56 KB)
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Rule
802.51(c)
We agree with your analysis.
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(54.87 KB)
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Rule
801.10; Cash Tender Offer
If the Acquiring Person will acquire 50% or more of the voting securities of Target via the cash tender offer portion of the acquisition (i.e., will obtain control via voting securities purchased with...
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(85.15 KB)
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Rule
801.1(f)(1)(ii)
There is no general exemption for agricultural co-ops. An acquisition of co-op interests is to be treated as an acquisition of non-corporate interests.
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(110.23 KB)
Date
Rule
803.10; 803.6
The 15-day waiting period would not apply to this foreign bankruptcy (and Interp. 230 in the premerger practice manual would be inapplicable). Because this is not a US bankruptcy under Section 363(b)...
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(47.53 KB)
Date
Rule
Item 6(b)
In Item 6(b), Limited Liability Partnerships (LLPs) must list all holders of 5% or more.
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(49.07 KB)
Displaying 321 - 340 of 4404