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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1906005 Informal Interpretation

Staff:
Timothy Carson
Rule:
803.5, 801.1

Response/Comments

1) One form is fine as long as you provide all the necessary information for each UPE. 2) An officer or director of the filing entity can sign and attest to the good faith intent of both UPEs,...

1906009 Informal Interpretation

Staff:
Anne Six
Rule:
803.12, 803.11

Response/Comments

Yes, a party may request early termination at any time. The request must be made to both the PNO and the DOJ. Either a hard copy letter or an email (to premerger@ftc.gov and premerger@usdoj.gov )...

1906013 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
Item 5, Item 7

Response/Comments

You are correct about the non-manufacturing codes. There is no de minimus threshold for manufacturing codes. Remember, you still have to report any overlaps in item 7. It is helpful in our review to...

1906001 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.11

Response/Comments

It is correct to exclude the value of cash capital commitments from the 801.11(e) calculation for a new private equity fund that is its own UPE and that will have no ordinary course balance sheet and...

1906004 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.1

Response/Comments

The appointment rights of A, A’s wife, A’s adult sister, and A’s adult son are not aggregated when determining who, if anyone, controls the nonstock corporation.

1905002 Informal Interpretation

Staff:
Nora Whitehead
Rule:
Item 6(a)

Response/Comments

The language in the instructions pertaining to Item 6a is meant to reflect the same test that we use for the foreign exemptions. If the UPE controls foreign entities with any sales into the US (even...

1905005 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 5

Response/Comments

If the minority-held entity has US operations, interest and dividends are reportable in NAICS 523910. It doesn’t matter where the accounts are located or managed.

1904005 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 5(a)

Response/Comments

The focus is on where the minority‐held entity has operations, just as it would be for a controlled entity in Item 5a. Because you don’t control it, you would use the miscellaneous intermediation or...

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