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HSR Informal Interpretations

1908004 Informal Interpretation

… market. I know under Section 802.9, this does not have to reported if it is made for investment purposes and less than … will eventually acquire the company, does it have to be reported? i.e., they are unsure if whether they want to … slowly accumulating shares to do so, when does it become reportable? i.e. at what % will it have acquired the stock …
Date
Rule
802.9
Under these facts, 802.9 doesn’t apply. If the client begins to accumulate shares, it will have to file before it crosses a statutory size of transaction threshold, assuming the other statutory tests...
HSR Informal Interpretations

1908007 Informal Interpretation

… test is met, so I’m satisfied that the transaction is reportable. A also will be making an infusion of cash into …
Date
Rule
801.10
If the cash infusion is consideration for the sale of B to A, then the amount should be included in the size of transaction.
Cases and Proceedings

Equifax, Inc.

… and territories to settle allegations that the credit reporting company's failed to take reasonable steps to …

Equifax, Inc. agreed to pay at least $575 million, and potentially up to $700 million, as part of a global settlement with the Federal Trade Commission, the Consumer Financial Protection Bureau (CFPB), and 50 U.S. states and territories to settle allegations that the credit reporting company's failed to take reasonable steps to secure its network. 

Type of Action
Federal
Last Updated
FTC Matter/File Number
172 3203
HSR Informal Interpretations

1907001 Informal Interpretation

… understanding that we can file a single Notification and Report Form on behalf of both A and B with NewCo as … NewCo. NewCo has no revenue. A (as a natural person) is reporting some interest/dividend income as Item 5 revenue. B is not reporting any Item 5 revenue. (Informal interpretation …
Date
Rule
801.2, 803.9
Responses below corresponding to your questions: 1. Yes, but it generally avoids errors and confusion to submit a form for each UPE in this type of scenario 2. One filing fee is due on these facts 3...
HSR Informal Interpretations

1907007 Informal Interpretation

… any option exercised beyond that one year is potentially reportable. That is, the filing you intend to make will not …
Date
Rule
803.7
Thanks for your patience – we’ve given your question a lot of thought. You’ll be making a filing here, and that will trigger 803.7’s one-year timeframe. We think that any option exercised beyond that...
Cases and Proceedings
Commissioner Statements

Statement of Commissioners Chopra and Slaughter Regarding the Federal Trade Commission Report on the Use of Section 5 to Address Off-Patent Pharmaceutical Price Spikes

… Chopra and Slaughter Regarding the Federal Trade Commission Report on the Use of Section 5 to Address Off-Patent … Chopra and Slaughter Regarding the Federal Trade Commission Report on the Use of Section 5 to Address Off-Patent … Chopra and Slaughter Regarding the Federal Trade Commission Report on the Use of Section 5 to Address Off-Patent …
Date
By
Rohit Chopra, Former Commissioner;
Rebecca Kelly Slaughter, Former Commissioner
FTC Report on Standalone Section 5 to Address High Pharmaceutical Drug and Biol…
Federal Register Notice

16 CFR Part 803: Premerger Notification; Reporting and Waiting Period Requirements; Amendments to HSR Form and Instructions

… 16 CFR Part 803: Premerger Notification; Reporting and Waiting Period Requirements; Amendments to HSR … Register Notice 16 CFR Part 803: Premerger Notification; Reporting and Waiting Period Requirements; Amendments to HSR … and Instructions … 16 CFR Part 803: Premerger Notification; Reporting and Waiting Period Requirements; Amendments to HSR …
Date
HSR Informal Interpretations

1906008 Informal Interpretation

… be allocated amongst the existing codes that are being reported. Should we allocate this revenue proportionately …
Date
Rule
Item 5, Item 4
Yes, you can allocate the revenue and please provide and endnote to explain. You are correct that this is still our position with respect to text messages.
HSR Informal Interpretations

1906010 Informal Interpretation

… HSR size of person test, they did not file an HSR form to report the X entities’ acquisition of the Y entities. The parties did file an HSR form, however, to report the Y entities’ acquisition of the X entities. The …
Date
Rule
803.12(a)
A party can withdraw a filing at any time, for any reason. See 803.12(a).
HSR Informal Interpretations

1905005 Informal Interpretation

… entity has US operations, interest and dividends are reportable in NAICS 523910. It doesn’t matter where the … of this activity or any dividends received need to be reported in Item 5? It seems to me that if the services are …
Date
Rule
Item 5
If the minority-held entity has US operations, interest and dividends are reportable in NAICS 523910. It doesn’t matter where the accounts are located or managed.
HSR Informal Interpretations

1904001 Informal Interpretation

… filing threshold and therefore, the Proposed Merger is a reportable transaction unless exemptions and exclusions … than $0) and therefore, the Proposed Merger would not be a reportable transaction. In connection with the application …
Date
Rule
801.10, 802.4
Can you advise whether the parties may reduce the acquisition price by the assumed debt amount? No; the parties may only reduce the acquisition price by the amount of debt being retired (not assumed)...
Cases and Proceedings

James L. Dolan

… that he violated the Hart-Scott-Rodino Act by failing to report in a timely manner his acquisition of voting …

James L. Dolan, Executive Chairman of Madison Square Garden Company, has agreed to pay $609,810 in civil penalties to resolve Federal Trade Commission allegations that he violated the Hart-Scott-Rodino Act by failing to report in a timely manner his acquisition of voting securities in Madison Square Garden Company.

Type of Action
Federal
Last Updated
FTC Matter/File Number
181 0077
HSR Informal Interpretations

1903004 Informal Interpretation

… of the HSR Act under Section 7A (c)(4) and therefore, not reportable. Can you please confirm that this analysis is … of Entity A, such transaction would potentially be reportable unless Subsidiary B itself did not fall within … of an “entity” under 801.1(a)(2), such transaction would be reportable. Can you please also confirm that this analysis …
Date
Rule
801.1(a)(2)
Agree with your analysis.
Displaying 281 - 300 of 2689
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