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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18030003 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.10

Response/Comments

If the size of transaction is below the size-of-transaction threshold, the parties may withdraw their filings, and then close without violating the HSR Act. To be clear, the filings must be withdrawn...
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18020002 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
803.1, DVD filing Instructions

Response/Comments

The style guide, which covers DVD filings, is available on our website: https://www.ftc.gov/enforcement/premerger-notification-program/form-instructions/style-sheet If you need a copy of the Form and...
application/pdf icon Original (113 KB)

18020005 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
803.12

Response/Comments

While a refiling may be submitted by DVD, the new DVD will replace the old one. Therefore, the refiling must contain all of the original attachments, in addition to updated and new material.
application/pdf icon Original (106.95 KB)

1801001 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.10, 802.51

Response/Comments

Question 1: We agree that tax credits do not count against the use of 802.51. Question 2: 801.10(c)(3) requires a fair market value determination by each board. Either or both boards may delegate...
application/pdf icon Original (108.49 KB)

1720004 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.1

Response/Comments

We view this as an acquisition followed by a backside transaction. As such, the entities are viewed as they exist going into the transaction. Thus, SPAC’s acquisition of A Corp is reportable. If SPAC...
application/pdf icon Original (111.39 KB)

17011006 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
3(b)

Response/Comments

[Redacted], The Item 3(b) documents must be executed, but there are no special requirements for how they are signed. Best regards, Kristin
application/pdf icon Original (104.38 KB)

17011005 Informal Interpretation

Staff:
Diana Gillis
Rule:
T+3

Response/Comments

The SEC’s move to a T+2 (trade date + 2 business days) settlement cycle does impact prior PNO guidance related to T+3. In general, under T+2, when an investor buys a security, the brokerage firm must...
application/pdf icon Original (112.51 KB)

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