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 401 - 420 of 4404
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Rule
Items 3 and 4(b)
Do not need to translate documents reponsive to Items 3 or 4. If the agreement is in a foreign language, provide a thorough description of the transaction in Item 3(a). If the annual report is in a...
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801.2(e)
Analyze potential backside filing requirements (801.2(e)) based on where the entities stand before the main transaction.
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Rule
801.2(g)
Nothing reportable. A retaining commercial rights to the compound as a single agent in the same indication makes the license to B non-exclusive.
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801.10, 801.30
If multiple open market purchases are made on the same day, the buyer need not (but may) revalue its holdings more than once daily.
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801.11
If a natural person has an annual statement of income and does not control any other entities - end of analysis. Whatever is on the income statement rules for purposes of determining size of person...
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Rule
802.63, Size of Transaction
For purposes of calculating the size of transaction, debt that is acquired post-bankruptcy announcement and that will be cancelled/forgiven in exchange for equity in target must be included. This is...
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Rule
802.51
Leasing ships is a contract to provide a service. For 802.51, in the context of services, it matters where the contracts to provide the services (here, leases) are entered into and where the services...
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7A(c)(1), 802.1, 802.4
7A(c)(1) (not 802.1) may exempt insurance company transactions involving the acquisition of portfolios of insurance policies, if the target will continue to sell insurance policies. If the transaction...
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Rule
Item 6(a)
For Item 6(a), provide the location of the principal place of business.
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Rule
801.1(b)
With board appointment power, state law granting such power will trump a contractual agreement providing otherwise.
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Rule
801.2, continuum
We apply continuum in a limited set of circumstances. A typical scenario is a reorganization followed by an acquisition where there are a number of steps in the reorganization that each trigger a...
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Rule
4(c), 4(d)
For purposes of 4c/d, a corporation’s “officers” are those that are (1) provided for in the bylaws or articles of the company, or (2) appointed by the board. The board delegating someone else to make...
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Rule
801.1, 801.13
If a series does not exist as a separate legal entity, it does not exist for HSR purposes and you must look to the entity above that does legally exist.
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Rule
802.2(c)
The power plant described in your fact pattern is substantially complete, making it a facility which is excluded from the exemption per 802.2(c)(2)(i). Since the plant will be ready to operate at...
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Rule
7A(c)(1)
The REIT Exemption, 7A(c)(1), does not extend to foreign REITs.
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Rule
803.5(a)
Sending an 803.5(a) notice letter via Federal Express with confirmation of receipt is acceptable.
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802.2(c)
For purposes of 802.2(c), "total revenues" are net sales/net revenues, not net income.
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802.4, 802.50
Parent A's side of the formation is exempt. For purposes of 802.50, Company A's sales for services provided in the US should be attributed to the US assets. The cost of sales cannot be excluded.
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Rule
802.50
Whether a satellite is considered to be located in or outside the United States turns on whether its owner qualifies as a ‘foreign person’ under Section 801.1(e)(2)(i). If its owner qualifies as a...
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Rule
802.51, 802.4, 802.50
The acquisition of the 50% interest in the JV is exempt under 802.51. 802.4 may apply if the 50% interest in the JV was not being distributed.
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Displaying 401 - 420 of 4404