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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Item 4
Parent cannot cross-reference but can limit its response to documents created in connection with the backside transactions.
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802.1
The PNO recognizes PRVs as reportable assets not exempt under 802.1.
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(93.55 KB)
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Item 6(a)
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...
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Item 5
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.
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801.1
The settlor is the UPE of the corporate entity making this acquisition.
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803.5
Yes, but the affidavit should still state that the UPE has the good faith intent to consummate the transaction.
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Item 5(a)
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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(103.01 KB)
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801.10, 802.4
Can you advise whether the parties may reduce the acquisition price by the assumed debt amount? No; the parties may only reduce the acquisition price by the amount of debt being retired (not assumed)...
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7A(c)(10)
The closings would need to be virtually simultaneous to use 7A(c)(10). 1-2 weeks between them is definitely too long.
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801.10, 802.1, 802.2
Yes, you should include the real estate in the SOT, unless an exemption applies.
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801.1, 803.7
Please file now, for both steps. Thank you for running this by us.
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801.1(a)(2)
Agree with your analysis.
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(100.63 KB)
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801.11, Item 4
Yes, you can stipulate to the size-of-person threshold. Please be clear which threshold you satisfy.
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Item 5
For item 5(a) you can report net revenues. This is revenue after adjustments such as sales, returns, or discounts.
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(101.56 KB)
Displaying 161 - 180 of 4404