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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801.10
The acquiring person will need to determine whether the contingent investment is reasonably certain to occur.
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Item 5
Yes, in Item 5(a) the filer must report most-recent-year revenue for all entities it controls at the time of filing. You may consider using an endnote to note the recent acquisitions and sources of...
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802.4
We agree with your stated conclusions. With regard to “property and equipment,” we encourage you to perform an 802.1/802.2 analysis to determine whether any such property or equipment is exempt.
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Rule
Item 4(c)
Yes, that's acceptable.
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802.51
Below are responses to your numbered questions: 1. Agree 2. Agree 3. Agree it is reasonable to include in the aggregate sales in or into the US 100% of the revenue, even if the flight is a layover...
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801.2
Yes, the natural person is the UPE and holds 55% of Target indirectly so list 55% in Item 1(f).
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Rule
Item 7
There is no exception for this situation – feel free to drop a footnote to explain.
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Item 5, 803.1
An acquiring person must make an HSR filing for a pending transaction. The acquiring person reports revenues in various industries, but the transaction has the following overlaps: 311119 Other Animal...
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803.2
Please see 803.6 (4) regarding certification where the UPE is a natural person. A can authorize B to make the filing. A’s name and address will be listed in Item 1(a), B’s name and address will be...
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Rule
Item 5
Capital gains are not reported.
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802.9, 802.51
A foreign party itself (with its counsel) is often in the best position to determine whether it is appropriately categorized as a corporate or non-corporate entity, based on the guidance in our 2016...
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801.40, 801.50
We agree with all three of your points.
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Rule
802.9
Exemption under Rule 802.9 is not necessarily precluded by the facts you present. However, because intent is factual inquiry, the acquiring person will need to make the final call and be prepared to...
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Rule
801.10
You cannot deduct the repayment of debt in an asset acquisition. This is the case regardless of whether the target has secured the debt.
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Rule
Item 4(c)
Yes, this is still the FTC’s position. Material unrelated to a proposed transaction may be redacted from responsive Board minutes (the official approved recaps of business that occurred at a Board...
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(106.81 KB)
Date
Rule
802.9
Under these facts, 802.9 doesn’t apply. If the client begins to accumulate shares, it will have to file before it crosses a statutory size of transaction threshold, assuming the other statutory tests...
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Rule
802.50, 802.51
"Sales” means annual net sales for purposes of 802.50 and 802.51.
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Rule
801.10
If the cash infusion is consideration for the sale of B to A, then the amount should be included in the size of transaction.
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Date
Rule
801.2, 803.9
Responses below corresponding to your questions: 1. Yes, but it generally avoids errors and confusion to submit a form for each UPE in this type of scenario 2. One filing fee is due on these facts 3...
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(81.95 KB)
Displaying 121 - 140 of 4404