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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1602001 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.63, Size of Transaction

Response/Comments

For purposes of calculating the size of transaction, debt that is acquired post-bankruptcy announcement and that will be cancelled/forgiven in exchange for equity in target must be included. This is...

1602002 Informal Interpretation

Staff:
Kate Walsh
Rule:
801.11

Response/Comments

If a natural person has an annual statement of income and does not control any other entities - end of analysis. Whatever is on the income statement rules for purposes of determining size of person...

1601001 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.51

Response/Comments

Leasing ships is a contract to provide a service. For 802.51, in the context of services, it matters where the contracts to provide the services (here, leases) are entered into and where the services...

1601002 Informal Interpretation

Staff:
Kate Walsh
Rule:
7A(c)(1), 802.1, 802.4

Response/Comments

7A(c)(1) (not 802.1) may exempt insurance company transactions involving the acquisition of portfolios of insurance policies, if the target will continue to sell insurance policies. If the...

1512001 Informal Interpretation

Staff:
Kate Walsh
Rule:
801.2, continuum

Response/Comments

We apply continuum in a limited set of circumstances. A typical scenario is a reorganization followed by an acquisition where there are a number of steps in the reorganization that each trigger a...

1511003 Informal Interpretation

Staff:
Diana Gillis
Rule:
4(c), 4(d)

Response/Comments

For purposes of 4c/d, a corporation’s “officers” are those that are (1) provided for in the bylaws or articles of the company, or (2) appointed by the board. The board delegating someone else to make...

1511002 Informal Interpretation

Staff:
Diana Gillis
Rule:
801.1, 801.13

Response/Comments

If a series does not exist as a separate legal entity, it does not exist for HSR purposes and you must look to the entity above that does legally exist.

1511001 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.2(c)

Response/Comments

The power plant described in your fact pattern is substantially complete, making it a facility which is excluded from the exemption per 802.2(c)(2)(i). Since the plant will be ready to operate at...

1509004 Informal Interpretation

Staff:
Diana Gillis
Rule:
802.4, 802.50

Response/Comments

Parent A's side of the formation is exempt. For purposes of 802.50, Company A's sales for services provided in the US should be attributed to the US assets. The cost of sales cannot be excluded.

1509002 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.50

Response/Comments

Whether a satellite is considered to be located in or outside the United States turns on whether its owner qualifies as a ‘foreign person’ under Section 801.1(e)(2)(i). If its owner qualifies as a ‘...

1509003 Informal Interpretation

Staff:
Kate Walsh
Rule:
802.51, 802.4, 802.50

Response/Comments

The acquisition of the 50% interest in the JV is exempt under 802.51. 802.4 may apply if the 50% interest in the JV was not being distributed.

1508005 Informal Interpretation

Staff:
Susan Pope
Rule:
801.1(o), 801.2(g)

Response/Comments

If there is a specific term after which the rights under the exclusive license revert to the licensor, there is nothing reportable if that normal termination occurs. If, however, the agreement is...

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