Informal Interpretations

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.

Learn more about Informal Interpretations.

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1909001 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.9, 802.51

Response/Comments

A foreign party itself (with its counsel) is often in the best position to determine whether it is appropriately categorized as a corporate or non-corporate entity, based on the guidance in our 2016...

1908002 Informal Interpretation

Staff:
Nora Whitehead
Rule:
802.9

Response/Comments

Exemption under Rule 802.9 is not necessarily precluded by the facts you present. However, because intent is factual inquiry, the acquiring person will need to make the final call and be prepared to...

1908006 Informal Interpretation

Staff:
Anne Six
Rule:
Item 4(c)

Response/Comments

Yes, this is still the FTC’s position. Material unrelated to a proposed transaction may be redacted from responsive Board minutes (the official approved recaps of business that occurred at a Board...

1908004 Informal Interpretation

Staff:
Anne Six
Rule:
802.9

Response/Comments

Under these facts, 802.9 doesn’t apply. If the client begins to accumulate shares, it will have to file before it crosses a statutory size of transaction threshold, assuming the other statutory tests...

1907001 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.2, 803.9

Response/Comments

Responses below corresponding to your questions: 1. Yes, but it generally avoids errors and confusion to submit a form for each UPE in this type of scenario 2. One filing fee is due on these facts 3...

1907002 Informal Interpretation

Staff:
Nora Whitehead
Rule:
803.5

Response/Comments

The proposed acquisition you describe necessitates a new filing (with the appropriate fee), not an amendment. It would be helpful to reference the prior filing in either an end note or in the text of...

1907007 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
803.7

Response/Comments

Thanks for your patience – we’ve given your question a lot of thought. You’ll be making a filing here, and that will trigger 803.7’s one-year timeframe. We think that any option exercised beyond that...

1907003 Informal Interpretation

Staff:
Karen Berg
Rule:
801.10

Response/Comments

Our position is that if Company B holds Company A’s shares for more than a moment before it distributes them to B’s shareholders, it will be deemed to have made an acquisition of the shares.

1906008 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 5, Item 4

Response/Comments

Yes, you can allocate the revenue and please provide and endnote to explain. You are correct that this is still our position with respect to text messages.

1906003 Informal Interpretation

Staff:
Anne Six
Rule:
803.5

Response/Comments

Your formulation is fine but we would also like to see it specified in the affidavit that the entity of the individual signing is authorized to do so on behalf of the filing person: “I am [Name],...

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