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 361 - 380 of 4404
Date
Rule
801.2; 801.40
We would view this as a formation; A and B are not disappearing as a result, nor are they becoming subsidiaries of a new parent entity. See Interpretation 211 in the PNPM for discussion of...
File
Original Image
(36.02 KB)
Date
Rule
801.1(a)(2)
We view C as an entity, the others are foreign agencies.
File
Original Image
(42.39 KB)
Date
Rule
Item 4(b)
In the case of a natural person who is the Acquired Person, he or she can respond to 4(b) by just providing the annual report or audited financial statement for the acquired entity.
File
Original Image
(54.6 KB)
Date
Rule
Item 6
For Item 6(b), list the 5%-49% holders for the UPE and the acquiring entity only (assuming there is such a thing as a minority holder of a trust). The $10 million threshold that applies to Item 6(a)...
File
Original Image
(31.35 KB)
Date
Rule
802.50; 802.51
As long as the products aren’t designed specifically for the US, to the exclusion of other markets, these would not be US sales.
File
Original Image
(58.32 KB)
Date
Rule
802.70
802.70 does not cover any assets outside the FTC order.
File
Original Image
(67.89 KB)
Date
Rule
802.40; 801.2(f)(3)
In your hypothetical, health care systems A and B are affiliating and creating a Newco non-profit. Newco will appoint the directors of A and B subsequent to the formation of Newco. At the time of...
File
Original Image
(64.59 KB)
Date
Rule
801.1(f)
In this particular case, we agree that your S.C.A. should be treated as a non-corporate entity.
File
Original Image
(56.02 KB)
Date
Rule
Item 5
US sales from products manufactured in a maquiladora are treated as manufacturing sales.
File
Original Image
(31.73 KB)
Date
Rule
802.2(a); 802.2(c)
The plant sounds substantially complete and would therefore be considered turnkey. This would not be considered constructed for sale.
File
Original Image
(71.88 KB)
Date
Rule
801.1(d)(2); 803.2(d); Item 5; Item 6; Item 7
The GP of the UPE is an associate, as well as other entities for which the GP is general partner. The individuals that own the GP are not associates. A Management Company that does not manage...
File
Original Image
(94.06 KB)
Date
Rule
801.10
If there is a reasonable basis for estimating the contingent portion(s) of the consideration, then the acquisition price can be determined. If, however, the contingent portion(s) is/are too...
File
Original Image
(57.64 KB)
Date
Rule
801.1(f)(1)(i); 801.12
Non-voting securities are not subject to the Act. The value of the voting securities of Target's wholly owned subsidiaries do not have to be aggregated. Include the value of pre-closing dividends in...
File
Original Image
(143.59 KB)
Date
Rule
802.31
Beneficial ownership does not pass until the options are exercised or, for the RSUs, until the Director resigns (because here the Directors will not have beneficial ownership of any voting securities...
File
Original Image
(59.27 KB)
Date
Rule
Item 6(b)
You do not need to aggregate the holdings of the LPs or LLCs for the purpose of responding to item 6(b). If an LP on its own has 5% or more, you would just respond with the name of the GP.
File
Original Image
(39.29 KB)
Date
Rule
801.30
Acquisitions under UK Schemes of Arrangment are 801.30 transactions. For the acquisition price, use the exchange rate for the date of closing. Even though the closing date will typically be in the...
File
Original Image
(35.98 KB)
Date
Rule
802.2(c)
We agree with your analysis. In this situation, where both the mill and timberlands are sold to the same buyer, the mill is a manufacturing facility, and therefore is not “unproductive real property,”...
File
Original Image
(62.67 KB)
Date
Rule
Item 5
The identity of the customer is irrelevant. If shipping from the US, count in Item 5. If shipping from a foreign location to the US, don’t count in Item 5, unless the sale is booked by a US entity. If...
File
Original Image
(51.71 KB)
Date
Rule
801.2(d)
This is a consolidation.
File
Original Image
(149.72 KB)
Displaying 361 - 380 of 4404