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 201 - 220 of 4404
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Rule
802.2(c)
1. We agree that the real property assets you describe are exempt under 802.2.(c) 2. The equipment you describe is not exempt under 801(b). Rule 802.1(b) requires that the acquisition be in the...
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802.51
The provision of coverage that you have described to US-based insureds does not constitute sales in or into the United States.
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Rule
802.5
For the REIT Exemption to apply, the acquiring person (UPE) or the acquiring entity must be a REIT.
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801.30
Yes, if the issuer is a party to the agreement, then the transaction can be filed as an 801.30 or non-801.30.
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Rule
Item 6(b)
For a natural person UPE, it is the top-level corporate or unincorporated entity that should report. In your case, the entity making the acquisition.
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(109.35 KB)
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Rule
802.9
When asked in the past about acquisitions of shares in a competitor, this has been our response: Where an acquisition involves a competitor, it raises a strong presumption that the investment is not...
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(146.08 KB)
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Rule
Item 5
Yes, Buyer can use FY17 revenue for item 5, but it should submit its FY18 financials for item 4 (please flag this in an endnote).
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Item 4, Item 5
Yes, you may use endnotes to explain. Please also note there is a spot at the bottom of Item 5 where the filer can explain that it is newly formed and has no revenues.
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801.11
Yes, that is correct.
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802.51
Our views are still consistent with Interpretation #151 in the latest edition of the Premerger Notification and Practice Manual.
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Item 6
If the acquisitions are not consummated prior to filing, we agree that X may say none. However, we do find it helpful if there is an endnote explaining the situation.
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803.5
We would accept either approach.
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(93.1 KB)
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801.10
Yes, the payment of the pension debt can be excluded.
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801.13
Aggregate and report together on the same form.
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801.30
[Redacted] that is fine with us.
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(74.58 KB)
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Rule
7A(c)(1)
We agree that the sale of the loan portfolio you describe qualifies as a sale of exempt assets under 7Ac1. All nonexempt assets of Project Finance Business X that are being sold should be valued to...
Date
Rule
801.1(c)
No, neither of those facts would be the basis for an exemption.
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(103.37 KB)
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Rule
803.7
If the waiting period is still open, the filing can be amended. Because the number of voting securities will change (not just the price), the entire filing would need to be updated, the difference in...
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(106.79 KB)
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803.9
I'm afraid this is a bright line. Two filing fees are required.
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(106.52 KB)
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Rule
802.2(d)
Agree the transaction you describe is exempt.
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(83.35 KB)
Displaying 201 - 220 of 4404