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HSR Informal Interpretations

9208005 Informal Interpretation

… as (redacted) need not make a premerger notification and report form filing in connection with a proposed sale of … subject to court approval, no premerger notification and report form filing is required in connection with the …
Date
Rule
801.1(a)(2)
A "Rehabilitator" appointed under state law for the rehabilitation of an insurance company is acting as a political subdivision of a state and transactions are exempt under C-4ordered, approved and...
HSR Informal Interpretations

9208012 Informal Interpretation

… agreed with us that this transaction was not subject to the reporting requirements of the Hart-Scott-Rodino Antitrust … nor any of its component parts are subject to the reporting requirements of the Act. Company As acquisition of … assets of Companies 1 through 12 is not subject to the reporting requirements of the Act because the size of …
Date
Rule
801.1(f)
As long as Co. A acquires the Partnership interests together; if Co. A acquires them one a ta time then Co. A may become the UPE of Part.; then acquisition of final Part. interest will be reportable...
HSR Informal Interpretations

9207006 Informal Interpretation

…             A few months ago we discussed briefly the reportability of an insurance related transaction wherein … this information, would like to obtain your views regarding reportability of the transaction.             Company A … 801.11(a)) portion of the last regularly prepared annual report on NAIC Form 1 to determine the annual net sales of …
Date
Rule
801.11(a), 802.20
Called (redacted) 7-15-92; I disagree - not exempt under 802.20(b) - you “live or die” by your last annual income statement; Richard Smith concurs
HSR Informal Interpretations

9207001 Informal Interpretation

… You advised us that this proposed acquisition would not be reportable under the Hart-Scott-Rodino Act by virtue of …
Date
Rule
802.20(a); 801.10(b)(3)
7/1/92 advised (redacted) that transaction is non-reportable as long as financials were within 15 months of closing, which he said they would be. Also, he advised that fair market value of assets was...
HSR Informal Interpretations

9207002 Informal Interpretation

… I inquired into the meaning of Hart-Scott-Rodino Report Item 9 as applied to reporting the formation of a joint venture. Specifically, I … you whether a joint venturer, in response to Item 9, must report acquisitions of entities which derive revenue in a …
Date
Rule
801.40
I concur; see Practice Manual #321 and SBP, 43 Fed.Reg. 33532 (1978)
HSR Informal Interpretations

9207005 Informal Interpretation

… you for discussing with me on Friday June 26, 1992 the reportability of various real estate related transfers under … that the intermediarys purchase would not be a separately reportable event. Instead, the Federal Trade Commission … notes) would analyze whether Company A would have a reporting requirement. Since the REIT exemption only applies …
Date
Rule
7A(c)(1)
1) the “continuum theory” does not apply because of the potential time gap in the acquisition by the intermediary 2) Is the intermediary acting as an agent? 3) This is not the view of the Federal...
HSR Informal Interpretations

9207009 Informal Interpretation

… follow up to my July 9, 1992 letter to you concerning the reportability of various real property related transactions … would not view the intermediarys purchase as a separately reportable event. Instead, the PreMerger Notification Office … the principal in the transaction, Company A, would have a reporting requirement. Since the REIT exemption only applies …
Date
Rule
802.1
This letter is correct. I concur. Richard Smith concurs.
HSR Informal Interpretations

9206001 Informal Interpretation

… territorial application and field of use, is potentially reportable under the Hart-Scott-Rodino (HSR) Act. The …
Date
Rule
801 generally
Grant of an exclusive license for a specific product use and limited in time and geographic scope is the transfer of an asset and subject to the HSR Act. Product, time and geographic limitations go to...
HSR Informal Interpretations

9206002 Informal Interpretation

… Offices position in connection with retroactively reporting revenues in Item 5 of the Antitrust Improvements Act Notification and Report Form (the Form) for asset acquisitions made during or … the extent the revenues are included in the base year that reporting the acquisition in Item 5(b)(ii) as an Add would …
Date
Rule
Item 5 of the Form
When assets being acquired constitute an entire entity, division or operating business, Items 5(a), 5(b)(i) and 5(b)(iii) should be completed assuming such data is transferred to the acquiring person...
HSR Informal Interpretations

9206004 Informal Interpretation

… the oral advice you provided on June 8 regarding the nonreportability under the Hart-Scott-Rodino Antitrust … of 99.5% of the partnership interests would result in a reportable acquisition of the underlying partnership assets, or whether, instead, there would be no reportable acquisition until or unless A acquired the …
Date
Rule
801.90, 801.1(f)
Acquisition of less than 100% of partnership interests is not reportable event. The .5%which remains outstanding was created when the partnership was originally formed and then sold to a 3rd person to...
HSR Informal Interpretations

9206006 Informal Interpretation

… 20580 Re: Eligibility For Exemption From Hart-Scott-Rodino Reporting Requirements Dear John: This letter is to confirm …
Date
Rule
802.1; 7A(c)(1); 7A(c)(2)
Accurately reflects advice given. Also, (redacted) servicing rights are not considered c(2) assets. Therefore, another exemption is necessary if filing is not to be required when servicing rights are...
Advocacy Filings

FTC Staff Comment Before the Securities and Exchange Commission Concerning Proposed Changes in Regulations Governing Registration and Reporting Disclosure of Small Business Issuers

… Proposed Changes in Regulations Governing Registration and Reporting Disclosure of Small Business Issuers Enviado por … Proposed Changes in Regulations Governing Registration and Reporting Disclosure of Small Business Issuers … Proposed Changes in Regulations Governing Registration and Reporting Disclosure of Small Business Issuers …
Date
Matter Number
V920011
HSR Informal Interpretations

9205001 Informal Interpretation

… Trade Commission, a determination that a Notification and Report Form for Certain Mergers and Acquisitions (pursuant …
Date
Rule
802.20
Where is annual report with note restating net sales and total assets (See ABA # 158)? Unless you can convince us otherwise, the PMNO is not convinced that the net sales are separable from the...
HSR Informal Interpretations

9205002 Informal Interpretation

… Avenue, N.W. Washington, D.C. 20580 Re: Notification Report Form for Proposed Stock Acquisition Dear Mr. … We do not believe that the filing of a Notification and Report Form is required. First, an acquisition of a …
Date
Rule
802.20
C is not acquiring 50% of B and B does not meet the size of 802.20.
HSR Informal Interpretations

9205005 Informal Interpretation

… the Partnership. This transaction should be viewed as a non-reportable formation of a partnership. See, e.g., ABA … of all of the Partnerships assets, and would therefore be reportable assuming the size-of-person and … less than 100% of the Partnership, would not be reportable. Please let us know whether the foregoing is …
Date
Rule
801.1 (b)(1)
When a partnership is formed, no reporting is required where money is distributed to a partner who has contributed other assets as long as the distribution is proportional to the relative partnership...
HSR Informal Interpretations

9205007 Informal Interpretation

… that in the staffs view the following transaction is not reportable under the Hart-Scott-Rodino Antitrust …
Date
Rule
7A(c)(4)
If sale has been ordered, approved & supervised by RTC then it is exempt as a transfer from a govt. agency. Sale may be from a subsidiary of its assets.
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