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Cases and Proceedings
Commissioner Statements

Dissenting Statement of Commissioner Joshua D. Wright - Issuance of The Internet of Things: Privacy and Security in a Connected World Staff Report

… of Things: Privacy and Security in a Connected World Staff Report Dissenting Statement of Commissioner Joshua D. Wright … of Things: Privacy and Security in a Connected World Staff Report … Dissenting Statement of Commissioner Joshua D. … of Things: Privacy and Security in a Connected World Staff Report …
Date
By
Joshua D. Wright, Ex Comisionado
Cases and Proceedings
Commissioner Statements

Statement of Commissioner Brill on the Federal Trade Commission’s Sixth and Final Report to Congress Under Section 319 of the Fair and Accurate Credit Transactions Act of 2003

… Brill on the Federal Trade Commission’s Sixth and Final Report to Congress Under Section 319 of the Fair and … Brill on the Federal Trade Commission’s Sixth and Final Report to Congress Under Section 319 of the Fair and … Brill on the Federal Trade Commission’s Sixth and Final Report to Congress Under Section 319 of the Fair and …
Date
By
Julie Brill
Section 319 of the Fair and Accurate Credit Transactions Act of 2003: Sixth Int…
HSR Informal Interpretations

1501001 Informal Interpretation

… at more than $75.9 million. X's acquisition from Y is reportable. However, the question on which we seek your … of X's voting securities as consideration is also reportable. Our belief is that the acquisition should not be reportable because, under 16 C.P.R. §802.4, X does not hold …
Date
Rule
802.4
(Redacted) - we agree with your take.
HSR Informal Interpretations

1412002 Informal Interpretation

… same drug for the same indications. We agree this is not reportable   From: (Redacted) Sent: Wednesday, December 03, … transfer of an exclusive license, and therefore potentially reportable under the HSR Act. The facts are as follows: …
Date
Rule
Pharma License
we have made a distinction between a licensee having the exclusive right to the drug for a specific indication or therapeutic area with the licensor retaining the right to the same drug for other...
HSR Informal Interpretations

1412001 Informal Interpretation

… acquisition of such assets would not be subject to the reporting requirements of the Act . W i th the exception of …
Date
Rule
REIT
We can't blink on this one. The rule says "No new assets will be contributed to the new entity as a result of the conversion". We have stretched that to say that if only cash is introduced, you can...
Advocacy Filings

Federal Trade Commission Comment Before the National Highway Traffic Safety Administration Regarding the NHTSA Proposed Rule Entitled “Federal Motor Vehicle Safety Standards: Vehicle-to-Vehicle (V2V) Communications,” and the Accompanying Report

… (V2V) Communications,” and the Accompanying Report Enviado por sgilliam el Mié, 22/10/2014 - 18:32 … (V2V) Communications,” and the Accompanying Report The FTC filed a comment on the National Highway … (V2V) Communications,” and the Accompanying Report …
Date
The FTC filed a comment on the National Highway Traffic Safety Administration’s (NHTSA) advance notice of proposed rulemaking related to vehicle-to-vehicle communications. As the lead federal agency...
Related Release
FTC Provides Comment to NHTSA on Privacy and Vehicle-To-Vehicle Communications
HSR Informal Interpretations

1409002 Informal Interpretation

… Person X's exercise of the $8 million in options to become reportable through aggregation with the securities that he … 1 is that the $8 million exercise of options would be reportable, would Person X's acquisition of the $8 million in options still be reportable if he liquidated an equal number of existing …
Date
Rule
15 USC 18a(c)(9) - 7A(c)(9), 802.9 and 801.15(b)
If Person X intends to pursue an acquisition of the entire company, the 7A(c)(9) exemption would not apply. 801.15(b) would require aggregation of the stock already held because of the clause "those...
HSR Informal Interpretations

1408006 Informal Interpretation

… question (Redacted) - Owned restaurant revenues would be reported under the restaurant code (e.g., 722513). Franchising revenues would be reported under: 533110 - Franchise agreements, leasing, … owners that also franchise their name to third parties report both types of revenues in the same NAICS code? …
Date
Rule
NAICS Codes
Owned restaurant revenues would be reported under the restaurant code (e.g., 722513). Franchising revenues would be reported under: 533110 - Franchise agreements, leasing, selling or licensing...
HSR Informal Interpretations

1408005 Informal Interpretation

… in the U.S. Should the revenues from these sales be reported in Sector 21(Mining) or Sector 42 (Wholesale Trade)? Don't report 2.     MNC has an affiliate in the U.S. The affiliate … in the U.S. Should the revenues from these sales be reported in Sector 21(Mining) or Sector 42 (Wholesale …
Date
Rule
Form Item 5
DG, MV and NW agree.
HSR Informal Interpretations

1408004 Informal Interpretation

… transaction test and thus, requires this transaction to be reportable now as an acquisition of 80% of the non-corporate … simply based upon the fact that the transaction would be reported as a stepped transaction covering 80% of B' s … FTC Compliance Specialist You are not able to file on a non-reportable transaction (60% valued at less than $75.9 …
Date
Rule
Size-of-Transaction & Non-reportable transactions
All correct You are not able to file on a non-reportable transaction (60% valued at less than $75.9 million), however, we take the position that if you have a stepped transaction with a commitment to...
Cases and Proceedings

Berkshire Hathaway Inc.

… of its USG holdings exceeded $283.6 million, the premerger reporting threshold under the HSR Act at the time. The … and acknowledged that the transaction should have been reported under the HSR Act. … Berkshire Hathaway Inc. …

According to the FTC’s complaint, Berkshire Hathaway changed convertible notes it owned in USG into 21.4 million voting securities on December 9, 2013. As a result of the conversion, the value of its USG holdings exceeded $283.6 million, the premerger reporting threshold under the HSR Act at the time. The company subsequently made a corrective filing, and acknowledged that the transaction should have been reported under the HSR Act. The final judgment settling the complaint requires Berkshire Hathaway to pay a civil penalty of $896,000, based on the time it was in violation of the HSR Act, from December 9, 2013 when it acquired the shares via the conversion through February 3, 2014, the end of the waiting period for the corrective filing.

Type of Action
Federal
Last Updated
FTC Matter/File Number
141 0095
HSR Informal Interpretations

1406018 Informal Interpretation

… 2. If these distributions must be treated as potentially reportable acquisitions, we understand the PNO has previously given informal advice that a HSR reporting obligation would not be triggered so long as Z … if these distributions must be treated as potentially reportable acquisitions, in some situations, Z may not be …
Date
Rule
Distribution from Blind-Pool Funds
(Redacted) - We agree - the decision to distribute shares rather than cash is completely out of the control of the investor and at the discretion of the fund. We'd also be surprised if the...
HSR Informal Interpretations

1406017 Informal Interpretation

… which will control Holdco. Standing alone, step 1 is not reportable because no Group A or Group B UPE will hold as … as 50% of Holdco interests. With respect to step (2), if we report the formation of Aggregator with C filing as the … hold only minority interests in Holdco and thus will not report revenues in Item 5. As the joint venture, Aggregator …
Date
Rule
Joint Venture (JV) Formation
06/26/2014 Group A- We agree no filing required for these steps under continuum Group B - We agree, file for the formation of Aggregator with C as the acquiring person
HSR Informal Interpretations

1406011 Informal Interpretation

… the acquisition of the voting securities of A is not reportable. -" Acquisition of Non-Corporate Interests of B … acquisition of the non-corporate interests in Band C is not reportable. Formation of Holdco Immediately following the … by LP1 to Holdco upon its formation are exempt from the reporting requirements of the Act. As to LP1, Holdco holds …
Date
Rule
801.40, 802.4, 802.30(c)
We agree that nothing prior to the formation of Holdco is reportable. As to the formation, because LP1 is contributing more than 50% of the interests in A, Band C, it is deemed to be contributing all...
HSR Informal Interpretations

1406012 Informal Interpretation

… is $52 millio n and the transaction, consequently, is not reportable under HSR? (see Image File for Additional …
Date
Rule
Leveraged Acquisition
UPDATE October 11, 2016 : The below interpretation, as it relates to valuing a leveraged buyout transaction, is no longer the position of the PNO. Please see the PNO’s clarified position, found at "...
HSR Informal Interpretations

1406008 Informal Interpretation

… of the stock of a US Co and the transaction was deemed not reportable because a foreign government agency acquired the …
Date
Rule
801.1, 802.2(c)
We think this lost something in translation from the other law firm. Unless the corporation is also a government agency, it would be an entity and its own UPE in a potentially reportable acquisition...
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