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.

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2009002 Informal Interpretation

Staff:
Anne Six
Rule:
Item 3(b)

Response/Comments

1. If the individual agreements have been executed, they should be provided. 2. We prefer to see each agreement provided as a separate attachment, so 3(b)-2 through 3(b)-15 for the 14 agreements you...

2009007 Informal Interpretation

Staff:
Anne Six
Rule:
Item 4(c)

Response/Comments

The documents you describe, composed from or containing excerpts from ordinary course documents, are not themselves ordinary course documents but rather new documents. If they were created for the...

2008001 Informal Interpretation

Staff:
Vesselina Musick
Rule:
Item 4

Response/Comments

The UPE of the Acquiring Entity should submit the additional 4c/d documents through a separate FTP transfer (Accellion link) at the time the Acquiring Entity submits the HSR filing. The UPE should...

2008003 Informal Interpretation

Staff:
Anne Six
Rule:
801.2

Response/Comments

Acquisitions of copyright interests are not reportable. UPDATE August 16, 2021: This no longer represents the position of the PNO. While the PNO has advised in the past that copyrights are not...

2007001 Informal Interpretation

Staff:
Karen Berg
Rule:
803.5, Item 3

Response/Comments

The backside acquisition would be a non-801.30, and as such it would require an affidavit attesting to the execution of an agreement. If no agreement exists yet, a filing would be premature.

2007003 Informal Interpretation

Staff:
Karen Berg
Rule:
802.30, 802.4

Response/Comments

We view this as an acquisition with a backside. As such, the entities are viewed as they exist going into the transaction and SPAC’s acquisition of Target is reportable.

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