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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1709008 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.10

Response/Comments

1. No, the fixed portion’s proximity to the threshold does not affect whether or not the overall purchase price is determined. See PNPM #54. 2. We will generally accept any FMV that has been made in...
application/pdf icon Original (106.78 KB)

1709006 Informal Interpretation

Staff:
Karen Berg
Rule:
7A(b)(3)(A). 801.1(f)(1)(i)

Response/Comments

In the transaction you describe, you need only value the voting securities of Corporation X to determine the size of transaction.
application/pdf icon Original (80.53 KB)

1709005 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.2, 803.7

Response/Comments

1. Correct, if the shareholder was instrumental, then there is a potential filing. 2. No, there is no flexibility here. Depending on the timing of the acquisition, the acquiring person may wish to...
application/pdf icon Original (109.13 KB)

1708008 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 3, Item 5

Response/Comments

We agree with you on #1; on #2, a note about additional anticipated acquisitions are always welcome, but especially important when the acquisitions are in the same or related industries.
application/pdf icon Original (123.41 KB)

1708006 Informal Interpretation

Staff:
Karen Berg
Rule:
801.1, 801.10, 801.11

Response/Comments

You need to begin by applying rules 801.10 and 801.11 to analyze the separate , not combined, holdings of each of A and B (unless they are spouses). It may be that one meets the size of person and...
application/pdf icon Original (118.47 KB)

1708005 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
803.7

Response/Comments

The PNO has been asked this question before, and the unequivocal response has been that two filings for the same transaction may not be simultaneously active. The one year limitation in 803.7 is, in...
application/pdf icon Original (84.65 KB)

1708001 Informal Interpretation

Staff:
Kathryn Walsh
Rule:
Item 7

Response/Comments

It refers to physical locations, though many filers include both physical locations as well as the location of customers, and we are fine with that, too.
application/pdf icon Original (90.47 KB)

1707004 Informal Interpretation

Staff:
Nora Whitehead
Rule:
801.10

Response/Comments

The PNO will accept any calculation made on a commercially reasonable basis so long as it is made in good faith. Once an FMV calculation is made, you may not deduct any debt amount from it.
application/pdf icon Original (49.93 KB)

1707003 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
802.2(g), 802.2(h)

Response/Comments

The vines are not exempt (see PNPM 115). Rule 802.2(g) only covers agricultural property and assets incidental to its ownership (such as cash, prepaid taxes or insurance, rental receivables and the...
application/pdf icon Original (140.68 KB)

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