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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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UPDATE June 14, 2017: This no longer represents the position of the PNO.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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Form Item 5
If you are able, do not report revenues in Item 5 that solely relate to the assets that are not being acquired.
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802.4
The pullet houses are not exempt, because they are used in conjunction with the laying/washing/packing complex {it's an either/a( test- either adjacent to or used in conjunction...). - here is current...
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801.10
Only a FMV can be relied on for 60 days. If the acquisition price in an asset deal cannot be determined before close, you simply rely on the FMV. If the acquisition price will become determined prior...
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802.9
The interpretation you cite is out of date. Where an individual is involved with a sub such that he could not claim passive intent with the sub, he similarly cannot claim passive intent with the...
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Pharma license
UPDATE February 16, 2017: The original response is clarified as follows: “Based on the facts below, the Licensor will still be able to use this IP for the same indication and the same therapeutic area...
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Voting Trust as UPE
We analyze voting trusts like shareholder agreements or proxies. The 2014 interpretation you cite is on point, and since the voting trust is irrevocable, it would be the UPE. The other two...
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Form Item 4(d)
You are correct- you would not produce documents related to non-merger specific synergies.
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Form 4(d) question
You are correct - you would not produce documents related to non-merger specific synergies
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Rule
USC 18a(c)(2) – 7A(c)(2)
Without the associated mortgages, the acquisition of the origination platform is not exempt under 7A(c)(2).
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UPE
Client X would not be able to rely on its Company A HSR.
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801.51 and airlines
First determine where the plane is registered. If registered in the US, it is a US asset. If foreign, you then look to revenues from flights either to or from the US, which would be considered US...
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802.9
We think being a director of target and officer of the PE firm that will be the GP of buyer precludes using the exemption.
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Valuation
UPDATE October 11, 2016 : The below interpretation, as it relates to valuing a leveraged buyout transaction, is no longer the position of the PNO. Please see the PNO’s clarified position, found at "...
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Size of person – assets determination
the PNO position is that once assets are listed on the balance sheet, there is little flexibility in the total asset calculation. You must include the line item.
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Form Item 5 – Insurance Premiums
the PNO still uses net written premiums as the revenue figure for Item 5.
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(64.99 KB)
Displaying 501 - 520 of 4469