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.

Learn more about Informal Interpretations.

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1610002 Informal Interpretation

Staff:
Kate Walsh
Rule:
Item 4

Response/Comments

"Officers" include any individual holding a position that is appointed by the board of directors or identified in the company's articles of incorporation or bylaws. Where the bylaws provide that...

1610001 Informal Interpretation

Staff:
Ty Carson
Rule:
Item 5, Item 7

Response/Comments

For Item 5, it is not necessary to provide aggregate revenue at the 6-digit code level for 10-digit manufacturing codes. If there is a 10-digit code overlap, check the overlap box in Item 5. If there...

1609007 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.40, consolidation

Response/Comments

Since this transaction involves the merger and consolidation of multiple entities, 801.40 does not apply. Please see Premerger Notification Practice Manual (5th ed) #46, which describes how to...

1609005 Informal Interpretation

Staff:
Kate Walsh
Rule:
Form, DVD Filing, Item 3, Item 4

Response/Comments

DVD Filing: Run OCR/text extraction software on all documents. DVD Filing: Notice about filing errors will be the same for DVD filings; addressing errors will require resubmission of all DVDs to the...

1609004 Informal Interpretation

Staff:
Ty Carson
Rule:
Form; DVD Filing

Response/Comments

If filing by DVD: 1. You still have two business days within which to submit original signature pages 2. Do not submit paper versions of copied signature pages, just include PDFs on the DVD, and then...

1609002 Informal Interpretation

Staff:
Evan Storm
Rule:
802.50; 802.51

Response/Comments

Informal 0307004 is superseded by Premerger Notification Practice Manual (5th ed.) #152. “Sales in or into” are the same for both 802.50 and 802.51.

1609003 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
Item 4(b)

Response/Comments

The change in the instructions for 4b is intended to relieve filers of the burden of providing separate reports for unconsolidated portfolio companies that do not contribute to overlaps, while adding...

1608007 Informal Interpretation

Staff:
Diana Gillis
Rule:
Item 4(c); Item 4(d)

Response/Comments

Correct, the 4c/d documents are limited to the backside transaction. Of course, any such documents that also mention the main transaction are still responsive in full.

1608004 Informal Interpretation

Staff:
Karen Berg
Rule:
801.2; 801.40

Response/Comments

We would view this as a formation; A and B are not disappearing as a result, nor are they becoming subsidiaries of a new parent entity. See Interpretation 211 in the PNPM for discussion of...

1608003 Informal Interpretation

Staff:
Evan Storm
Rule:
Item 4(b)

Response/Comments

In the case of a natural person who is the Acquired Person, he or she can respond to 4(b) by just providing the annual report or audited financial statement for the acquired entity.

1608002 Informal Interpretation

Staff:
Karen Berg
Rule:
Item 6

Response/Comments

For Item 6(b), list the 5%-49% holders for the UPE and the acquiring entity only (assuming there is such a thing as a minority holder of a trust). The $10 million threshold that applies to Item 6(a)...

1608001 Informal Interpretation

Staff:
Evan Storm, Nora Whitehead
Rule:
802.50; 802.51

Response/Comments

As long as the products aren’t designed specifically for the US, to the exclusion of other markets, these would not be US sales.

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