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HSR Informal Interpretations

9111002 Informal Interpretation

… - the formation of a non-corporate joint venture is not reportable If this letter does not correctly reflect our … client, Party Y, to rely on your advice that there are no reporting obligations under the Hart-Scott-Rodino Antitrust …
Date
Rule
7A (c)(1); 802.1; 801.40
This letter is in error; called (redacted) 11-5-91 and informed her of such. PS
HSR Informal Interpretations

9401003 Informal Interpretation

… (redacted) to you for your informal opinion on its reportability. Again, a phone call from you after you have …
Date
Rule
801.10(b), 801.10(c)
Exclusive licenses. Valuation of. 11/4/91 advised writer that grant of 4 year, North American exclusive patent and know-how license is the transfer of an asset. The lump sum payment and estimated...
HSR Informal Interpretations

9111011 Informal Interpretation

… regulations and C is required to file a Notification and Report Form (the filing form); b) A must provide notice to C …
Date
Rule
801.30; 802.51
Called (redacted) and informed notice must be given to V (the issuer) and perhaps cc a copy to C to bring them into the loop. Otherwise, I agree with letter. PS. RS concurs. See PDF exhibit for...
HSR Informal Interpretations

9111013 Informal Interpretation

… whether the transaction described below is subject to the reporting and waiting period requirements of the … with our conclusion that the transaction is exempt from the reporting and waiting period requirements of the Act. If you …
Date
Rule
802.1
Writer told that this was NOT an exempt transaction. WS called (redacted) andtold that this transaction was not exempt. WS discussed this letter with R Smithand N. Ovuka, and they concurred.
HSR Informal Interpretations

9111015 Informal Interpretation

… Rules. On the other hand, if the transaction is otherwise reportable, that size-of-transaction test clearly would be … 7A(c)(2) of the Act. That provision exempts from the Acts reporting requirements acquisitions of bonds, mortgages, … (redacted)s acquisition of the servicing assets would be reportable only if their assigned purchase price or fair …
Date
Rule
7A(c)(2); 801.21; 801.13
The acquisition of mortgages is exempt under 7A(c)(2) and a mortgage is not an asset under 801.21. Therefore, its value need not be aggregated with other non-exempt assets under 801.13, and a person...
HSR Informal Interpretations

9111017 Informal Interpretation

… the oral advice you provided yesterday regarding the nonreportability of the following transaction: A controls 100% …
Date
Rule
802.63
OK. John Sipple expressed some reservations about a situation in which someone heard about this plan and bought up B bonds in order to acquire control of whatused to be B. Its not clear how this case...
HSR Informal Interpretations

9111018 Informal Interpretation

… formed as a joint venture will never be subject to the reporting requirements of the Act unless there is some …
Date
Rule
801.40
This transaction is a formation of a partnership not a corporation - - not reportable. 7-31-78 SBP at 33485. Contacted (redacted); not reportable. PS. RS concurs, but notes minor flaws in letter.
HSR Informal Interpretations

9110013 Informal Interpretation

… extending credit to B and without any intent of evading the reporting requirements of the Hart-Scott-Rodino Antitrust … of B and, as such, is entitled to an exemption from such reporting requirements pursuant to the provisions of Rule …
Date
Rule
802.63
10/23/91 Per J/Ss request, called (redacted). He advised that B was not acompetitor of A, the insurance company. I advised that A appeared to be acreditor of B and, as such, in a bona fide debt...
HSR Informal Interpretations

9110005 Informal Interpretation

… concern over the need to file premerger Notification and Report forms under the Hart-Scott-Rodino Antitrust … require the parties to file premerger Notification and Report Forms, we ask that you confirm for us that, under …
Date
Rule
7A(c)(4)
Called on 10/8/91 - Based on facts presented, the acquisition is exempt under c(4) as an acquisition from a federal agency. Here, the RTC controls the financial institution through receivership; the...
HSR Informal Interpretations

9110007 Informal Interpretation

… discussed whether the Proposed Transaction exempt from the reporting requirements of the Hart-Scott-Rodino Antitrust …
Date
Rule
7A(c)(4)
10/8/91-talked to (redacted). Advised that I was not speaking for the Commission but only for the PMN Office, which advice was not binding on the Commission. I agreed that, since the RTC was approving...
HSR Informal Interpretations

9110003 Informal Interpretation

… of Justice to confirm the method of calculation and reporting of “annual net sales” and “total assets” under 16 …             What is the proper method of calculating and reporting “annual net sales” and “total assets” for a United … which computations and which periods should be used for reporting “annual net sales” and “total assets” under C.F.R. …
Date
Rule
§ 801.11
If two regulatory prepared balance sheets or financial statements exist covering the same period, both must be used to determine size. In this case, the GAAP balance sheet (“total assets”) would meet...
HSR Informal Interpretations

9110012 Informal Interpretation

… A proposes to acquire Company B in what would clearly be a reportable transaction, requiring Hart-Scott-Rodino filings … under such terms, since, as noted, the transaction would be reportable, and A would be in violation. Thus, Company A … purchase B. Given Cs status, the transaction would not be reportable, and no filings would be required from either C …
Date
Rule
801.1(c); 801.90
Facts indicate that C is an agent of A and therefore, A must first file before acquisition by and through agent C. Otherwise an 801.90 violation will occur re: purpose is to evade filing between A and...
HSR Informal Interpretations

9110017 Informal Interpretation

… that the proposed acquisition is exempt from the premerger reporting requirements of the Act by virtue of the ordinary …
Date
Rule
7A(c)(1); 802.1(b)
Advised (redacted) that transaction appeared exempt. While it is possible that buyer may compete in sale of equipment used by lessees which make up 2.9% of transaction, this as a percentage of total...
HSR Informal Interpretations

9110018 Informal Interpretation

… (the Act), including the filing of a Notification and Report Form thereunder to the proposed transaction described …
Date
Rule
7A(c)(1); 802.20; 802.64
Under 7A(c)(1) the acquisition of voting stock of a corporation (other than one holding exempt realty) is not exempt even though the acquisition of assets by themselves would be exempt. Under 802.20...
HSR Informal Interpretations

9109007 Informal Interpretation

… advice on whether the following proposed transaction is reportable under the Hart-Scott-Rodino Antitrust Improvement … parties test. It is our belief that the transaction is not reportable, under the [note 1] Commissions informal …
Date
Rule
802.1
9/24/91 (redacted) called. No time crunch on matter. Will obtain response to anyquestions and write new letter to me. RBS [note 1: Premerger NotificationOffices]
HSR Informal Interpretations

9109004 Informal Interpretation

… Bs acquisition of Company As voting securities from X is reportable under the Act, and Company B intends to file … a significant regulatory gap or loophole to the Acts reporting requirements. In sum, we believe that the proposed …
Date
Rule
801.1(f); 802.31
9/13/91-Advised (redacted) that letter had been reviewed by PMN staff and it was in agreement that Company Bs agreement with X did not pass beneficial ownership of the 13% of As voting stock to B...
HSR Informal Interpretations

9109002 Informal Interpretation

… Transaction, (redacted) filed Pre-Merger Notification reports as an acquiring person and with (redacted) as … position that acquisition of partnership interests is not reportable, except that an acquisition that results in the … think that the Acquisition Transaction should not require reporting. We assume that the rationale for the …
Date
Rule
801.2
9-12-91 Called-If the assets previously filed for are the same and the only assets of the partnership then no new filling needed. If partnership has other assets not previously filed for then a new...
HSR Informal Interpretations

9108023 Informal Interpretation

… rules and regulations would only require Corporation X to report the shopping center sales to Corporation Z. You … the sale of residential apartment properties from the reporting requirements of HSR. In the same telephonic … Corporation Z by Corporation X would be exempt from the HSR reporting requirement under Section 802.30. Since the other …
Date
Rule
802.1
09/06/91-agree w/ the conclusion herein
Displaying 2181 - 2200 of 2689
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