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 81 - 100 of 4616
Date
Rule
801.12
Yes, these would be considered “voting securities.” The 801.12 calculation is not affected by a voting agreement.
File
Original Image - 2305008 Informal Interpretation
(168.46 KB)
Date
Rule
Item 8
You are correct.
File
Original Image - 2305009 Informal Interpretation
(155.34 KB)
Date
Rule
803.7, 802.50
We disagree. Your filing will cover whatever exclusive licenses will become effective during the year after filing. Any licenses that become effective after that are potentially reportable.
File
Original Image - 2305006 Informal Interpretation
(226.19 KB)
Date
Rule
802.30
Since the acquisition of the additional 49% is certain to occur, you must evaluate the acquisition of 100% of Corporation B for reportability now.
File
Date
Rule
801.2
We agree. Please reference each filing in the other and provide an explanation of the circumstances similar to the one in the email.
File
Original Image - 2305005 Informal Interpretation
(295.35 KB)
Date
Rule
801.2
You may use the name of the to-be-formed entity in the form, and just explain as you describe below.
File
Original Image - 2305003 Informal Interpretation
(148.42 KB)
Date
Rule
Item 4
Confirmed.
File
Original Image - 2305007 Informal Interpretation
(168.51 KB)
Date
Rule
Item 6(a)
If this is a filing for the acquired person, you should list the acquired entity and all entities within it, not all the subsidiaries of the acquired person.
File
Original Image - 2305004 Informal Interpretation
(131.38 KB)
Date
Rule
801.10
If you can estimate the value of the earnout now, you have a determined acquisition price. If you can’t, you have to do a fair market value.
File
Date
Rule
801.10
Based upon the facts you have provided, we believe that this falls within 801.10(a)(1)(i). As a result, an FMV will not be necessary.
File
Original Image - 2304001 Informal Interpretation
(155.29 KB)
Date
Rule
Item 4(b)
Yes.
File
Original Image - 2304003 Informal Interpretation
(148.01 KB)
Date
Rule
Item 6(a)
Report all controlled US entities, regardless of whether they have sales in or into the US (subject to the $10MM threshold you reference below). For more guidance, see https://www.ftc.gov/enforcement...
File
Original Image - 2303003 Informal Interpretation
(179.36 KB)
Date
Rule
7A(c)(1)
We agree.
File
Original Image - 2303006 Informal Interpretation
(169.65 KB)
Date
Rule
801.10
It’s the basic percentage of both entities.
File
Original Image - 2303004 Informal Interpretation
(312.35 KB)
Date
Rule
801.1
Confirmed.
File
Original Image - 2303002 Informal Interpretation
(207.35 KB)
Date
Rule
801.10, 803.9
Please see answers below in bold.
File
Original Image - 2303005 Informal Interpretation
(185.27 KB)
Date
Rule
801.15
You are correct.
File
Original Image - 2303007 Informal Interpretation
(175.09 KB)
Date
Rule
Item 3a
Since the switch to electronic filings, our preference has been to have a separate complete filing for each UPE in these situations. Please indicate in item 3a of each filing that it is related to the...
File
Original Image - 2303001 Informal Interpretation
(181.35 KB)
Date
Rule
803.9
Based upon the facts you have provided, the SOT would be $495 million and the fee would be $100,000. Please describe the entire scope of the transaction in Item 3(a), though.
File
Original Image - 2302002 Informal Interpretation
(150.78 KB)
Displaying 81 - 100 of 4616