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HSR Informal Interpretations

9212003 Informal Interpretation

… 10, 1992 John Sipple, Esq. Director Pre-Merger Notification Office Federal Trade Commission 6th & Pennsylvania Avenues, … Dear Mr. Sipple: This is to memorialize our conversation of December 1, 1992. In that conversation, I posed the following factual situation: The acquired company enters into long-term contracts to provide services …
Date
Rule
801.10(b)
Clarified that payment is not received until after the services is provided. If payment was received before the service is provided the countervailing liability/obligation would have to be added to...
HSR Informal Interpretations

9212006 Informal Interpretation

… 15, 1992 VIA FEDERAL EXPRESS Premerger Notification Office Room 303 Federal Trade Commission Washington, D.C. … Attention: Mr. Rubenstein Re: Request for Confirmation of Informal Interpretation Ladies and Gentlemen: I am … more than 50% of the voting stock of our client (Company A) is held by the Company A Employee Stock Ownership …
Date
Rule
801.1; 802.35
None
HSR Informal Interpretations

9212007 Informal Interpretation

… 15, 1992 Ms. Nancy Ovuka Federal Trade Commission Bureau of Competition Washington, D.C. 20580 Re: Request for … Ovuka: This letter will confirm our telephone conversation of yesterday wherein you informed me that the transaction … the Hart-Scott-Rodino Antitrust Improvements Act. The basis of the exemption from reporting would be that the original …
Date
Rule
801.2(d), 802.30
None
HSR Informal Interpretations

9212008 Informal Interpretation

… VIA FACSIMILE Richard B. Smith, Esq. Premerger Notification Office Bureau of Competition 6th Street and Pennsylvania Avenue, N.W. … of Trust of [redacted] (the “Fund’) reflect those found in partnership agreements for most general or limited …
Date
Rule
801.40; 801.1(f)
See File # 9212004
HSR Informal Interpretations

9212009 Informal Interpretation

… FEDERAL EXPRESS Victor Cohen, Esq. Premerger Notification Office Bureau of Competition Federal Trade Commission 6th St. and … of a corporation. The first hospital ("Hospital A") is a separate corporation, owned by a hospital system. The second …
Date
Rule
801.1(c)
Where there is a management agreement for operation by the previous non-holder (esp. where there is a change in name also) this would constitute an acquisition. Facts in this case do not meet this...
Advocacy Filings

FTC Staff Comment Before the Joint Administrative Rules Review Committee of the Washington State Legislature Concerning Optician Fitting of Contact Lenses

… Before the Joint Administrative Rules Review Committee of the Washington State Legislature Concerning Optician Fitting of Contact Lenses Enviado por wfg-adm109 el Mar, 01/12/1992 … Before the Joint Administrative Rules Review Committee of the Washington State Legislature Concerning Optician …
Date
Matter Number
V930004
Advocacy Filings

FTC Staff Comment Before the Missouri Board of Chiropractic Examiners Concerning a Proposed Rule to Control How Chiropractors May Offer Free or Discounted Services

… FTC Staff Comment Before the Missouri Board of Chiropractic Examiners Concerning a Proposed Rule to Control How Chiropractors May Offer Free or Discounted Services Enviado por wfg-adm109 el … - 00:00 FTC Staff Comment Before the Missouri Board of Chiropractic Examiners Concerning a Proposed Rule to …
Date
Matter Number
V930002
HSR Informal Interpretations

9211009 Informal Interpretation

… Ms. Ovuka: This is a follow-up to my phone conversation of today regarding a fact situation and the applicability of the Hart Scott Rodino filing requirements to that fact … assets are included, the leases involved are full pay-out leases in that the property leased would have …
Date
Rule
7A(c)(1); 802.1(b)
11/30/92 Called [redacted]. Transaction is not exempt. This is not a lease financing arrangement under 7A(c)(1) or 802.1(b). PS and RS concur.
HSR Informal Interpretations

9211008 Informal Interpretation

… VIA FACSIMILE Richard Smith, Esq. Premerger Notification Office Federal Trade Commission Washington, D.C. 20580 Re: … commissioned ten years ago. The [redacted] is the trustee of the trusts, and [redacted]) and [redacted] are the … by [redacted] and built to its specifications for the particular needs of its [redacted] operations. {Redacted] …
Date
Rule
801.1(c)
11/30/92 - Advised [redacted] that under the particular facts of this situation, there is no need for lessee to file for taking of title to [redacted] from lessor. Under the present lease, we are of...
HSR Informal Interpretations

9211005 Informal Interpretation

… NO. (202) 326-2050 Mr. Richard Smith Premerger Notification Office Bureau of Competition Federal Trade Commission 6th Street and … Exemption for Acquisitions of Voting Securities as a Passive Investment Dear Mr. Smith: As we discussed in our …
Date
Rule
7A(c)(9); 802.9
11/18/92 - spoke to [redacted]. Advised that assuming [redacted] would be taking more than $15 MM in the Company's stock, it appears that evidence has been presented to support the conclusion that...
HSR Informal Interpretations

9211004 Informal Interpretation

… D.C. 20580 Dear Ms. Ovuka: Pursuant to our conversation of Tuesday, November 10, in relation to whether a proposed … over $100,000,000 of total direct written premiums (the "Parent Company") owns all the issued and outstanding capital … This transaction is subject to approval by the [redacted] Department of [redacted] and is being undertaken in …
Date
Rule
801.10(c)(2)
Called [redacted]. It appears that $18 mm in assumed liabilities will remain after covering written premiums, and, therefore, is acquisition price. RS and PS concur.
HSR Informal Interpretations

9211003 Informal Interpretation

… Ovuka, Esq. Federal Trade Commission Premerger Notification Office Washington, D.C. 20580 Re: [redacted] Dear Ms. Ovuka: … interpretation from the staff as to the applicability of 7A(c)(2) and 7A(a)(3)(A) of the Clayton Act, as amended … consisting of [redacted]. FACTS Our client, a [redacted] company which is a subsidiary of a [redacted] ("Purchaser") , …
Date
Rule
7A(c)(1)
Called [redacted]. Both "secured loans" and "financing leases" are lease financing transactions. In "secured loans", seller does not take "title", but does have a security interest in leased equipment...
HSR Informal Interpretations

9211001 Informal Interpretation

… 9, 1992 VIA TELECOPIER: 202/326-2850 Premerger Notification Office Bureau of Competition Federal Trade Commission Sixth Street and … telephone conversation, the REIT that we represent (the Company) owns a portfolio consisting primarily of neighborhood …
Date
Rule
7A(c)(1)
11/9/92 Advised [redacted] by phone that the letter accurately reflected the present position of the PNO regarding purchases by REITS and that the proposed transaction would be exempt under 7A(c)(1)...
HSR Informal Interpretations

9210008 Informal Interpretation

… 9210008 Informal Interpretation October 28, 1992 Mr. Patrick Sharp Federal Trade Commission Premerger Notification Office Sixth Street and Pennsylvania Ave., N.W. Washington, … Trade Commission [PNO staff note: wrong! the Premerger Office] had determined that a Hart-Scott-Rodino filing is …
Date
Rule
801.40
Wrong the formation of a corporation is potentially reportable under Section 801.40 inspite of the language (except consolidations or mergers). Talked to (redacted) 11-6-92. PMN staff concurs (John...
HSR Informal Interpretations

9210006 Informal Interpretation

… 6th & Pennsylvania Ave. N.W. Washington, D.C. 20580 U. S. Department of Justice Antitrust (sic) Division Office of Operations …
Date
Rule
7A(a); 801.11
11/2/92 - called (redacted). He states that very recent financials (12/91annual sales) are being used for both sides. (Redacted) constitutes the vast bulk of (redacted) operations. (Redacted) assets...
HSR Informal Interpretations

9211002 Informal Interpretation

… Smith, Esq. Federal Trade Commission Premerger Notification Office Bureau of Competition Room 301 Sixth Street and Pennsylvania … below. Our client is a privately held corporation (the Company) that is not required to make any filings with the …
Date
Rule
Item 4(b) of the Form
Called [redacted]. Advised that the PMN Office had concluded that the Company's year-end financial statement was an annual report and is therefore covered by Item 4(b) and must be submitted with the...
HSR Informal Interpretations

9211006 Informal Interpretation

… 20580 Dear Ms. Ovuka: This is to confirm my understanding of our recent telephone conversation discussing whether a … be subject to the filing and notification requirements of the Hart-Scott-Rodino Act (the Act). You indicated that … McCarran-Ferguson Acts qualified exemption of insurance companies from the antitrust laws has not been interpreted to …
Date
Rule
801.10(c)(2)
None
HSR Informal Interpretations

9211007 Informal Interpretation

… Hand Delivery Victor L. Cohen, Esq. Premerger Notification Office Bureau of Competition Room 303 Federal Trade Commission Sixth St. … (collectively, "Hart-Scott"). A, an insurance company, will acquire all of a certain type of life and health …
Date
Rule
801.10(c)(2)
Contract for re-insurers is ordinary course of business, not an acquisition in this matter. When [redacted] takes over policies an acquisition will occur and is reportable since competitors are...
HSR Informal Interpretations

9211010 Informal Interpretation

… A and Corporation B (or wholly owned subsidiaries thereof) intend to form a joint venture in the form of a general partnership in which each partner will hold a 50% economic …
Date
Rule
801.1
Facts indicate that transfer of non-cash assets to partnership for cash is part of formation process and is exempt. Timing of transfer and fact that partnership was not funded and not active are...
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