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 301 - 320 of 4450
Date
Rule
3(b)
[Redacted], The Item 3(b) documents must be executed, but there are no special requirements for how they are signed. Best regards, Kristin
File
Original
(104.38 KB)
Date
Rule
T+3
The SEC’s move to a T+2 (trade date + 2 business days) settlement cycle does impact prior PNO guidance related to T+3. In general, under T+2, when an investor buys a security, the brokerage firm must...
File
Original
(112.51 KB)
Date
Rule
802.50
[Redacted], We agree. Best regards, Kristin
File
Original
(137.39 KB)
Date
Rule
Multiple acquiring persons, 803.5(b)
[Redacted], In a non‐801.30 filing, the PNO will accept HSR forms from multiple potential acquiring persons for the same assets or entities (i.e., bidders in a private auction) as long as the parties...
File
Original
(113.64 KB)
Date
Rule
REITs, 7A(c)(1)
The “REIT Exemption” does not apply to the acquisition of mortgage servicing rights standing alone. Therefore, none of the three scenarios would be exempt. Best regards, Kristin
File
Original
(107 KB)
Date
Rule
801.1
[Redacted] We agree that the individual controls the trust.
File
Original
(70.47 KB)
Date
Rule
ESOP, 802.35
[Redacted], We agree that 802.35 is available here. Best regards, Kristin
File
Original
(104.36 KB)
Date
Rule
Voting securities, 801.1(f)(1)(i)
[Redacted], We agree that these are not voting securities. FYI – we are rolling out a new email address for HSR questions for the shop. When you email [Redacted], every PNO attorney will receive your...
File
Original
(99.68 KB)
Date
Rule
Question on 7A(c)(10)
[Redacted], We would not consider this to be the same acquisition, so 7A(c)(10) does not apply. Also, we are rolling out a new email address for HSR questions for the shop. When you email HSRHelp@ftc...
File
original
(108.51 KB)
Date
Rule
803.2.
[Redacted], Pursuant to Rule 803.2, the acquired entity (using one form) may file on behalf of both UPEs if both UPEs have authorized the acquired entity to file on their behalf. A person with actual...
File
Original
(106.75 KB)
Date
Rule
7(a)(c)(11)
Apologies for the delay in responding. Informal Interpretation 0211015 no longer reflects the position of the PNO. 7Ac1 is not available under these facts because Bank B is exiting the business of...
File
Original
(86.4 KB)
Date
Rule
801.11(e), 802.63
You are correct that the 802.63 exemption is not available for New LLC in the scenario you describe. In addition, the debt being cancelled in exchange for Company A’s assets is not “cash” for the...
File
Original
(83.87 KB)
Date
Rule
Item 4(c)
Please submit the embedded documents.
File
Original
(77.91 KB)
Date
Rule
801.10
1. No, the fixed portion’s proximity to the threshold does not affect whether or not the overall purchase price is determined. See PNPM #54. 2. We will generally accept any FMV that has been made in...
File
Original
(106.78 KB)
Date
Rule
7A(b)(3)(A). 801.1(f)(1)(i)
In the transaction you describe, you need only value the voting securities of Corporation X to determine the size of transaction.
File
Original
(80.53 KB)
Date
Rule
801.2, 803.7
1. Correct, if the shareholder was instrumental, then there is a potential filing. 2. No, there is no flexibility here. Depending on the timing of the acquisition, the acquiring person may wish to...
File
Original
(109.13 KB)
Displaying 301 - 320 of 4450