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 421 - 440 of 4404
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Rule
802.50, Item 5
For purposes of 802.50, a non-US patent is an asset located outside the US and does not generate sales in/into the US.
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Form Item 7(c)(iv)
If the information is readily available, it should be provided along with an explanatory footnote.
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801.1(o), 801.2(g)
If there is a specific term after which the rights under the exclusive license revert to the licensor, there is nothing reportable if that normal termination occurs. If, however, the agreement is...
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803.5(a)(2)
Yes, that press release will be enough - see #218 in the n ew PNPM . An 8-K is also sufficient to meet the requirement.
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Form Item 4(c) and 4(d)(ii)
These are responsive to Item 4dii,assuming they are a year old or newer. If they are older than one year, even though they are arguably not responsive to Item 4c because there was no deal on the table...
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802.5
Doing the leas i ng d i rectly to w i reless services prov i ders is enough to be in the business fo r ou r purposes. Thus, 802.5 does not apply
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802.5
Doing the leasing directly to wireless services prov i ders is enough to be in the business for our purposes . Indeed, that means the seller is also in the business . Both of these r easons mean the...
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Form Item 4c
UPDATE July 7, 2016: In addition to the files of Newco officers/directors or people slated for those roles, people acting as officers/directors should also be searched. You need not provide any...
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802.50 / 802.51 / 801.11(c) Revenues Question
You use the last fiscal year , whether or not they have been fina l ized i nto annual statements or not . So if the fisca l year ends tomorrow, that ' s the relevant year .
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802.2(c)
Any production mach i nery or equipme n t is not exempt under 802 . 2c an d must be separately valued . We agree that the non-machinery / equipment portion of the ethylene p l ant (as you describe...
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801.10 - Question re: Tax Payment
We agree with you. That older interpretation is out of date and incorrect ( on the 338(h)(10) issue).
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Rule
NPV discount rate
Because your contingent earn out payment is reasonably est i mable, it is treated like a fixed future payment (which may not be discounted to present value). If you had a non-estimable contingent...
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802.50 and 805.51
You would aggregate the sales into the U.S. of only the foreign assets being acquired (not the sales into the U . S. of the foreign assets not being acquired) plus the total sales into the U.S . of...
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Trademarks / Patents
We agree
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Irrevocable Trusts
(1) Distributions to settlor's spouse, rather than settlor, are not reversionary interests. (2) This also does not count as a reversionary interest. Here is a relevant passage from the Premerger...
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16 CFR 18a(c)(1) – 7A(c)(1)
We have given this a lot of thought, and we will not extend the 7Ac1exemption to cover the acquisition of non-financial instruments. Based on the information you have provided us below, it appears...
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802.63(a), 801.15(a), and 802.9
(Redacted), we agree with 1 through 3. As for 4, we agree that if you acquired shares under 802.63,those would not be counted towards the 10% threshold of 802.9.
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802.63
UPDATE June 14, 2017: This no longer represents the position of the PNO. Once a bankruptcy has been announced, creditors cannot reorganize any pre-petition debt such that the debt (or the equity or...
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(257.29 KB)
Displaying 421 - 440 of 4404