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.
Displaying 181 - 200 of 4404
Date
Rule
803.12
Because this is the second pull and refile, treat it as a brand new filing.
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(94.72 KB)
Date
Rule
801.10
Yes, this is still our position.
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(75.61 KB)
Date
Rule
801.1(b)
Yes, this is still our position.
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(94.97 KB)
Date
Rule
801.1, 801.10
The facts shared in your email do not necessarily demonstrate that Investor A is instrumental. If investigated, the agency would look at the totality of the circumstances, so Investor A will need to...
File
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(195.99 KB)
Date
Rule
Item 4(c)
The drafts must come in.
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(81.11 KB)
Date
Rule
801.1, 801.11
Assuming the facts support the conclusion that SPV2 is its own UPE, we agree the acquisition will not satisfy the size-of-person test.
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(76.82 KB)
Date
Rule
801.2
It is our preference that you use two forms. This usually reduces confusion both in the front office and with the attorney review, and we see fewer filing errors this way. Of course, less confusion...
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(94.41 KB)
Date
Rule
802.2
Number 111 in the Premerger Notification Manual and Informal Interpretation 0911001 reflect our existing position.
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(93.3 KB)
Date
Rule
801.1(a)(2), 803.3, 803.4
The UPE has an obligation to comply with the Act. Rule 803.4 only applies to acquired persons and 803.3 only applies when the UPE is unable to provide a response, not when the UPE is unwilling to do...
File
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(104.88 KB)
Date
Rule
Item 6(b)
The limited partnership fund is the minority shareholder for purposes of this hypo, so only that should be listed along with the minority percentage held in response to Item 6(b).
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(66.32 KB)
Date
Rule
801.11
If trust financials don’t exist, the Acquired Person should note that and produce the financials for the Limited Partnership (i.e., Acquired Entity) in response to Item 4(b). Note that if the produced...
File
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(78.96 KB)
Date
Rule
801.30
Buyer should file for the maximum number of shares that it plans to acquire through all mechanisms and steps. Since Buyer will make the cash tender offer for more than 50% of the voting securities, we...
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(102.38 KB)
Date
Rule
Item 6(b)
If the acquiring person is a general partner, it should list its general partner in Item 6(b).
File
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(89.74 KB)
Date
Rule
Item 4
PNO does not require parties to search for and submit texts. However, since you know you have texts with responseive 4c content, you may voluntarily produce them as described or note that they exist...
File
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(109.49 KB)
Date
Rule
Item 8
We agree, except that you would need to look at the fair market value of the assets at the time of acquisition (which may or may not have been the same as the purchase price).
File
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(89.59 KB)
Date
Rule
802.23
No new filing would be required, under the circumstances you describe.
File
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(79.07 KB)
Displaying 181 - 200 of 4404