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.
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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
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Rule
Item 1(f)
It should be 90% indirect ownership.
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Rule
801.1, 801.2, 802.31
A put-call arrangement that does not transfer beneficial ownership is not reportable.
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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UPDATE May 23, 2017: This no longer represents the position of the PNO.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...
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Rule
Item 4(c), 4(d)
MOV files are not responsive to 4(c).
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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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Date
Rule
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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Date
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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Date
Rule
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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Rule
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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Date
Rule
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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Date
Rule
Item 6(a)
For Item 6(a), provide the location of the principal place of business.
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Date
Rule
801.1(b)
With board appointment power, state law granting such power will trump a contractual agreement providing otherwise.
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Date
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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Date
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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Date
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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Date
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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Date
Rule
7A(c)(1)
The REIT Exemption, 7A(c)(1), does not extend to foreign REITs.
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(68.78 KB)
Displaying 461 - 480 of 4469