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HSR Informal Interpretations

9412006 Informal Interpretation

… of the transaction and why we do not believe it should be reportable under the Act. Please let me know promptly if you … Accordingly, this transaction should be exempt from the reporting requirements of the HSR Act under the intraperson … of its corporations in exchange for Newco stock should be reportable under the HSR Act. Similarly, we do not believe …
Date
Rule
801.40; 802.1
Reportability depends on whether this plan is viewed as the formation of a joint venturecorporation and subject to 801.40. If the investors in step 4 have been identified and arecontractually...
HSR Informal Interpretations

9412016 Informal Interpretation

… 21, 1994, this will confirm your advice that a notification report form would not be required to be filed pursuant to … the parties would not be required to file notification and report forms with the FTC pursuant to Section 7A(c)(4) of …
Date
Rule
801.1(a)(2); 7A(c)(4)
Its not crystal clear but seems to be OK-[note 1-yes]-[note 2-yes]-[note 3-yes][-note 4-yes]-[note 5 -not as convincing]-[note 6- Do we want to take on the state courts?]
HSR Informal Interpretations

9411009 Informal Interpretation

… of a wholly-owned subsidiaryon a prop rata basis to be reportable under the Hart-Scott-Rodino Antitrust … of the stock of Sub asdescribed above would no longer be a reportable transaction. If our understanding is correct, …
Date
Called (redacted) 11-3-94-I concur with this letter exception noted.-[note 1-11-9-94] -note 2-Premerger Office]
HSR Informal Interpretations

9411003 Informal Interpretation

… Because the formation of a partnership is not a reportable event under the Act, the formation of the partnership by A and B would not be reportable under the Act. Further, the transfer of the … for purposes of the Act and therefore, would not be reportable under the Act. Please call me promptly at …
Date
Rule
801.40
11/21/94-Writer confirms that A and b have agreed and intend that their respective contributors of the (redacted) assets to the partnership are part of its formation. The assets are reasonably...
HSR Informal Interpretations

9408009 Informal Interpretation

… 20580 Re: Eligibility for Exemption From Hart-Scott-Rodino Reporting Requirements Dear Dick: This letter is to confirm … am advising my client that the proposed transaction is not reportable under the H-S-R Act. If you believe the …
Date
Rule
7A(c)(1), 802.1(b)
8/26/94 - advised writer that since Seller, a sub of parent, was not selling all or substantially all of the (redacted), the sale was exempt under 7A(c)(1) and 802.1(b) as the PMN Office interprets...
HSR Informal Interpretations

9408006 Informal Interpretation

… 20580 Re: Eligibility for Exemption From Hart-Scott-Rodino Reporting Requirements Dear Dick: This letter is to confirm … am advising my client that the proposed transaction is not reportable under the H-S-R Act. If you believe the …
Date
Rule
7A(c)(1), 802.1(b)
8/23/94 - Advised writer that since sub. is selling only a small portion (about 10%) of its(redacted), that such transaction is exempt under the PMNs view of 7A(c)(1) and 802.1(b)
HSR Informal Interpretations

9408004 Informal Interpretation

… a (redacted) [PNO note here: Formations are potentially reportable] which will be acquiring a one-third interest in … one holds less than 100% of the part. int. B not reportable].   We would appreciate an opportunity to discuss … the same SIC code.  Since it is likely there will be press reports about the transaction described in this letter, our …
Date
Rule
801.10(b); 802.1
I concur, called (redacted) 8-19-94. RS concurs. Noted comments in the margin to (redacted).
HSR Informal Interpretations

9408001 Informal Interpretation

… for purposes of determining whether the transaction must be reported under the Hart-Scott-Rodino Antitrust Improvements … was your conclusion that the transaction did not have to be reported under the Act. You also told me that you had … were not negotiated or structured to avoid having to report under the Act. The $14,742,000 payment for the …
Date
Rule
801.10
I concur with this letter. PS
HSR Informal Interpretations

9408005 Informal Interpretation

… of a transaction which we believe is not subject to the reporting requirements of the Hart Scott Rodino Antitrust … as to whether you share our views regarding the reportability of the transaction described below. The … cash equalization payments), should not be subject to the reporting requirements of the Act. We understand that in the …
Date
Rule
801.40
In the formation of a partnership, a partner can receive a cash payment from the partnership(which cash was contributed by another partner as an equalization payment relative to its partnership...
HSR Informal Interpretations

9407007 Informal Interpretation

… to Item 6(b), I asked whether it was necessary, when the reporting party has one class of common stock and several … rights of the preferred stock, and then determine each reported holders percentage with respect tot he total … rights. You informed me that it was only necessary to report the individual holders percentages with respect to …
Date
Rule
Form - item 6(b) / item 8
Called (redacted) 7-21-94 [note 1-disagree. Aggregate current voting power]
HSR Informal Interpretations

9407006 Informal Interpretation

… conclusion that the transaction discussed below need not be reported under the Hart-Scott-Rodino Act. Company A, a … more. Company A meets that requirement. In addition, before reporting is necessary the Act required that the acquired …
Date
Rule
801.11
7/19/94-Called writer. She confirmed that Company Bs last financial statement (prepared in accordance with GAAP) indicated Company Bs sales as less than $100 MM, in the neighborhood of $34 MM. She...
HSR Informal Interpretations

9407009 Informal Interpretation

… A and Company B must file a Premerger Notification and Report Form (Premerger Notification) under the H-S-R Act and …
Date
Rule
801.11
If asset acquisition were made by Company As UPE, the individual, the value of the assetswould be included and added to Company As regularly prepared balance sheet.
HSR Informal Interpretations

9406007 Informal Interpretation

… exempt from the requirement to file a Notification and Report Form. The sale of (redacted) is addressed in a report on an FTC Staff Interpretation as Number 1, at ABA, … Therefore, we request confirmation that a Notification and Report Form need not be filed with respect to the …
Date
Rule
7A(c)(1)
6/23-The transfer of a used (redacted) as a trade-in on a new (redacted) is exempt in the ordinary course of business. The parties are not competitors. Also, used (redacted) has been used as a...
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