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HSR Informal Interpretations

9608013 Informal Interpretation

… a 50/25/25 basis. LLC 1 and LLC 2 will serve as holding companies, holding the interests of LLC 3 and LLC 4: LLC 1 … transactions X, Y, and Z will contribute to LLC 1 assets, cash, and commitments to make future cash contributions to fund construction activities; LLC 1 …
Date
Rule
801.40
8/30/96 Writer states that the term ?representatives? of X, Y, and Z means officers, directors or employees of these three persons. I agreed with conclusions that this is the ?formation? of non...
HSR Informal Interpretations

9608002 Informal Interpretation

… of joint venture which are organized as Limited Liability Companies (LLCs). The hypothetical transaction from which my …
Date
Rule
801.40
8/6/96-Called writer and advised that no report was required for formation of LLC since persons serving on board of LLC will be officers, directors or employees of the respective forming persons...
HSR Informal Interpretations

9608011 Informal Interpretation

… and, therefore, exempt: TRANSITCO (two affiliated companies) and LEASECO propose to enter into a joint venture … and current loan/lease assets and LEASECO will contribute cash, with each party receiving a 50% interest in the LLC. …
Date
Rule
801.40
Formation of a LLC is corporate in nature under 801.40 if it has a board of directors whose members are not limited to the forming persons. It does not matter that the board members of the LLC also...
HSR Informal Interpretations

9608014 Informal Interpretation

… the formation of the LLC. Corporation A will contribute non-cash assets with a value of $X to the LLC. Corporation B will contribute cash in the amount of $Y to the LLC. So as to achieve an … of assets contributed by Corporation A and the amount of cash contributed by Corporation B ( i.e. , $X minus $Y). …
Date
Rule
801.40
See below
HSR Informal Interpretations

9607002 Informal Interpretation

… enterprise it controls through a number of holding companies. As part of this reorganization, our client’s two … of the minority shareholders in the relevant operating companies do not change. The acquisitions have no possible … (redacted) and his affiliates, through several holding companies, own 75% of (redacted) the top tier holding …
Date
Rule
802.9
7/26/96 - The writer confirmed that (redacted) and (redacted) were strictly and solely holding companies. (Redacted) holds only 80.10% of the voting stock of (redacted) and (redacted) in turn, holds...
HSR Informal Interpretations

9607013 Informal Interpretation

… of Services find the stock of Services subsidiary insurance companies. The size of transaction test under the Act will …
Date
Rule
801.1(c)
7/24/96 John Sipple confirmed that the PNO Office would view the Order as controlling both (redacted) and (illegible) and, since there is no other controlling or acquired person in the proposed...
HSR Informal Interpretations

9607001 Informal Interpretation

… the $10 million in total assets. Commitments to contribute cash for the purpose of acquiring voting securities of … Partnership A from its investors. On day 1, a public cash tender offer is made by Corporation C for at least 55% … 55% of Target voting securities and simultaneously pays cash to Target shareholders with funds called from Limited …
Date
Rule
801 generally; 801.1(g)(1)[ABA letter #51]; 801.10(b); 801.10(c)(3); 801.13(b)(2)(ii)
Called (redacted) 7/3/96 and conveyed answers to his questions. PS
HSR Informal Interpretations

9607010 Informal Interpretation

… reportability of transactions creating Limited Liability Companies (LLCs). Apparently, the Staff does not agree that … filing purposes if the creating documents give the member companies the right to appoint officers, employees or agents … must be officers, directors or employees of the member companies, not non-employee agents. However, as you agreed …
Date
Rule
801.40
None noted
HSR Informal Interpretations

9607011 Informal Interpretation

… reportability of transactions creating Limited Liability Companies (LLCs). Apparently, the Staff does not agree that … filing purposes if the creating documents give the member companies the right to appoint officers, employees or agents … must be officers, directors or employees of the member companies, not non-employee agents. However, as you agreed …
Date
Rule
801.40
None noted
HSR Informal Interpretations

9607014 Informal Interpretation

… The new chart discloses the name of the individuals and companies described in my earlier fax, as well as certain …   Hy David Rubinstein, Esq. July 26, 1996 9607014   (TABLE) Companies X and Y are non-U.S. companies. Company Y intends … wholly-owned U.S. subsidiary. The transaction will involve cash, probably more than $15 million. Company Z has assets …
Date
Rule
802.30
None noted
HSR Informal Interpretations

9607019 Informal Interpretation

… corporations associated with Hospital B (the Related Companies). Holding B has no has no other significant … outside of its interests in Hospital B and the Related Companies. Joint Venture A and Holding Company B propose to … voting securities and corporate memberships of the Related Companies. At the present, it has not been decided how …
Date
Rule
801.40; 802.40
None noted
HSR Informal Interpretations

9606006 Informal Interpretation

… the same person as our client, would initially contribute cash of approximately $3X. Capital and profits interests in …
Date
6/25/96 Melea- I think the conclusion is fine and consistent with where we are on LLC formation. I agree with your E-mail. No need to get John involved. Dick.
HSR Informal Interpretations

9605009 Informal Interpretation

… as real property and real property leases for $4,500,000 in cash to a newly created 501(c)(3) not-for-profit …
Date
Rule
801.40; 802.40; 802.20; 801.1(a)(2); 7A(c)(4); 7A(a)
6/5/96 Writer advised that the loan System makes to Newco will carry a normal interest rate. There is no ownership or control relationship between System and Newco. They will have a bona fide creditor...
HSR Informal Interpretations

9606003 Informal Interpretation

… 4(c)(13) of the BHC Act, which authorizes bank holding companies (and their nonbanking subsidiaries, such as the … In other words, section 1843(c)(13) authorizes bank holding companies and their nonbank subsidiaries to acquire shares of companies that do no business (other than certain incidental …
Date
Rule
7A(c)(8)
Confirmed that based on the facts presented that the acquisition in question has beenapproved by the Fed Reserve Board by regulation, the proposed transaction is exemptunder 7A(c)(8) of the Clayton...
HSR Informal Interpretations

9605002 Informal Interpretation

… with my restatement of our conclusions. Thank you in advance for your attention and cooperation. Very truly …
Date
Rule
802.4; 801.40; 801.1(c)(8)
5/13/96 Advised writer that transfer of assets from Hospital to New Hospital A by System, which is a health care system with other hospitals and activities, and assets from Hospital B to New Hospital...
HSR Informal Interpretations

9605003 Informal Interpretation

… the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Companies A and B have each independently developed separate … Through an existing Joint Development Agreement, Companies A and B developed technologies that combine their respective technologies (Combined Technology). Companies A and B propose to enter into a joint venture that …
Date
Rule
Partnership formation
None.
Displaying 2421 - 2440 of 2929
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