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 381 - 400 of 4404
Date
Rule
7A(c)(1); 802.4
In analyzing the acquisition of an insurance company or business unit, as opposed to an acquisition of a portfolio of insurance policies [i.e., an asset acquisition], you must use 802.4 in combination...
File
Original Image
(92 KB)
Date
Rule
Item 4(c); Item 4(d); Item 5; Item 6; Item 7, Item 8; 803.6
When submitting an HSR for a fund that does not yet exist: The GP can file and sign the form. If New Fund will not yet have any operations, Items 5 and 8 will be blank; Items 6 and 7 may have...
File
Original Image
(95.21 KB)
Date
Rule
801.40; 801.50; 801.2
In determining whether a transaction is an acquisition or a formation, we look at what each party is contributing. When one party is only contributing cash, we treat that as an acquisition. UPDATE...
File
Original Image
(96.48 KB)
Date
Rule
801.10
Future capital expenditures can be excluded from the size of transaction. Reimbursement for capital expenditures already made cannot be excluded.
File
Original Image
(49.87 KB)
Date
Rule
801.10
Renewal rights are not considered assets for HSR purposes.
File
Original Image
(35.4 KB)
Date
Rule
801.13
For publicly traded stock, the value of stock held prior to the acquisition is the market price. Do not use fair market value if closing is more than 45 days out.
File
Original Image
(33.09 KB)
Date
Rule
801.1(b)(1)(ii)
UPDATE August 3, 2016: This no longer represents the position of the PNO. For purposes of determining control of a non-corporate entity, do not include indirect profits/assets via a non-controlled...
File
Original Image
(35.46 KB)
Date
Rule
802.2(c)
Given the lack of additional capital investment required and the expected timeframe and requirements to becoming operational, we believe the power plant you describe is substantially complete, making...
File
Original Image
(39.04 KB)
Date
Rule
802.2(c)
This would qualify as unproductive real property under 802.2(c) based on the equipment and work needed to complete the hospital.
File
Original Image
(57.73 KB)
Date
Rule
801.30; 803.5
The word “executed” is not necessary in the buyer’s affidavit in an 801.30 filing.
File
Original Image
(61.31 KB)
Date
Rule
801.13, 803.7, 803.9, 803.10
UPDATE January 24, 2017: As noted below, the PNO allows amended filings in certain circumstances. Prior to submitting an amended filing, please contact the PNO to confirm that your facts allow for an...
File
1605001
(43.88 KB)
Date
Rule
801.11, 801.1
In determining the size of a natural person, 801.11(d) allows for the exclusion of the type of assets described in PNPM 94 (personal residences, artwork, vehicles for personal use, jewelry, and other...
File
Original Image
(115.82 KB)
Date
Rule
801.1(o), 801.2(g), 801.13
The parties may file separate HSRs for each entirely separate transaction, and may close once the relevant waiting period expires or early termination is granted (even if the other transaction is...
File
Original Image
(44.79 KB)
Date
Rule
801.10, 801.13, 801.14
For the 90% being acquired, if the acquisition/tender price is determined (as it sounds to be), then the value is the greater of the market price (the lowest closing quotation, or, in an interdealer...
File
Original Image
(37.83 KB)
Date
Rule
802.2(c)
You use the LogCo net revenues (which are gross revenue minus returns, discounts and allowances, but not minus costs – see informal interp 1509005) because Logco (the entity with third party sales) is...
File
Original Image
(81.6 KB)
Date
Rule
801.2
There would be 2 filings here: B1 acquiring X from T B2 acquiring Y from T based on a continuum theory
File
Original Image
(43.88 KB)
Date
Rule
Item 1(f)
It should be 90% indirect ownership.
File
Original Image
(38.19 KB)
Date
Rule
801.1, 801.2, 802.31
A put-call arrangement that does not transfer beneficial ownership is not reportable.
File
Original Image
(35.72 KB)
Date
Rule
Items 4(c) and 4(d)
UPDATE May 23, 2017: This no longer represents the position of the PNO. Please see https://www.ftc.gov/news-events/blogs/competition-matters/2016/11/reset… . If documents...
File
Original Image
(39.34 KB)
Date
Rule
Item 4(c), 4(d)
MOV files are not responsive to 4(c).
File
Original Image
(33.04 KB)
Displaying 381 - 400 of 4404