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HSR Informal Interpretations

8503002 Informal Interpretation

… venture between (redacted). Based on our understanding of the premerger notification rules, we believe that each of the corporations participating in this joint venture will be exempt from …
Date
Rule
802.20
I informed (redacted) that I agree on basis of either joint venture analysis or voting securities of issuer within a person analysis. Either results in § 802.20 exemption. 3/20/85 Wayne Kaplan
HSR Informal Interpretations

8503003 Informal Interpretation

… Ave., N.W. Washington, D.C. 20580 Re:Interpretation of Control and Calculation of Total Assets under the … and the regulations promulgated under the Act, 16 C.F.R. Parts 801, 802 and 803 (the Regulations), to leveraged … a merger or acquisition transaction, both the FTC and the Department of Justice interpret Section 801.1(b) of the …
Date
Rule
801.1 (b); 801.11
I notified (redacted) on 3/18/85 that the letter is accurate as far as it goes. Inaddition, there must not be any intent to structure the transaction to avoid a filing(i.e. 801.90 avoidance).
Advisory Opinions

Opinion 85-1

… 85-1 Opinion 85-1 Expresses view that refusal to serve consumers who provide their own casket violates the funeral …
Date
Expresses view that refusal to serve consumers who provide their own casket violates the funeral rule.
HSR Informal Interpretations

8502011 Informal Interpretation

… February 21, 1985 Ms. Addie Williams Premerger Notification Office Bureau of Competition Seventh Street and Pennsylvania Avenue, N.W. … as they are set forth in the Instructions that accompany the Form. The Instructions provide that for purposes of …
Date
Rule
Item 7
3/4/85 Acknowledged receipt of letter and indicated agreement that Items 5-9should reflect data relevant [indecipherable]. Upon later review it is clear that this letter is incomplete and no general...
HSR Informal Interpretations

8502010 Informal Interpretation

… EXPRESS Andrew Scanlon, Esquire Pre-Merger Notification Office Bureau of Competition Room 303 Federal Trade … circumstances which would constitute a bank holding company, currently own in excess of 30% of a bank holding … the forced to notify the Federal Trade Commission and the Department of Justice and to delay consummation [sic] of the …
Date
Rule
7A(c)(8)
2/27/85 T/C Scanlon/(redacted). I explained that HSR did not recognize thegroup concept of SEC and that the individuals should be considered separately(aggregating spouse and minor children) and...
HSR Informal Interpretations

8502007 Informal Interpretation

… Avenue, N.W. Washington, D.C. 20580 Re:Interpretation of Control under the Pre-Merger Notification Regulations … and the regulations promulgated under the Act, 16 C.F.R. Parts 801, 802 and 803 (the Regulations), to leveraged … a merger of acquisition transaction, both the FTC and the Department of Justice interpret Section 801.1(b) of the …
Date
Rule
801.1(b)
2/19/85 called (redacted) and he described partners. No overlap w/ acquiredperson in Addies transaction and 1st transaction is'nt ready. (redacted) will call if that one proceeds. Wayne Kaplan
HSR Informal Interpretations

8502002 Informal Interpretation

… phone with me today concerning the possible applicability of the pre-merger notification requirements to not-for-profit hospitals sponsored by religious orders. It was … notification requirements would only apply to a not-for-profit setting if assets were being transferred between …
Date
Rule
802.40
2/11/85 Acknowledged receipt of letter and indicated to (redacted) that as long asno transfer of assets takes place [indecipherable].
HSR Informal Interpretations

8502004 Informal Interpretation

… 1985 Andrew Scanlon, Esq. Federal Trade Commission Bureau of Compliance [sic] Room 301 Premerger Notification Office Sixth and Pennsylvania, N.W. Washington, D.C. 20580 … of the outstanding common stock of a foreign holding company (B) which itself is owned by a large foreign holding …
Date
Rule
802.50; 802.20
2/11/85 T/C Scanlon (redacted). Told (redacted) my advice to him as described inthis letter was inaccurate and that the facts described in this letter constitute areportable transaction since the...
HSR Informal Interpretations

8502003 Informal Interpretation

… (redacted) February 5, 1985 Re:Proposed Acquisition of (redacted) Dear Mr. Kaplan: This letter is to confirm our telephone conversation of February 4, 1985 regarding whether a filing is required … size of person thresholds of the Act. The total price to be paid by (redacted) will exceed $15 million. All of the …
Date
Rule
802.50; 801.15
Dana objects on basis 802.20 not w/in 801.15 & suggests parties file. I notified(redacted) secretary on 2/8/85 that the letter is inaccurate and that a filing is required by both parties. See attached...
HSR Informal Interpretations

8502001 Informal Interpretation

… EXPRESS Mr. Dana Abrahamson [sic] Premerger Notification Office, Room 301 Federal Trade Commission Sixth & … This letter will confirm our telephone conversation of January 2 concerning the question of whether premerger … more of As outstanding voting securities, A is the ultimate parent entity. 3)A has $50 million in equity, although no …
Date
Rule
801.11
No written comments
HSR Informal Interpretations

8502006 Informal Interpretation

… (redacted) February 12, 1985 Premerger Notification Office Bureau of Competition - Room 301 Federal Trade Commission Washington, DC 20580 ATTN: Mr. Patrick Sharpe RE:Proposed Merger of (redacted) Gentlemen: … to whether or not any clearance must be obtained from the Department of Justice. Your cooperation in this matter will …
Date
Rule
801.10; 802.20
Note: It has not been determined that the cooperative share is a voting security. amerger normally means an acquisition of all of the v/s. However, this may or may not be one of the exceptions. It is...
HSR Informal Interpretations

8502009 Informal Interpretation

… (redacted) February 20, 1985 Premerger Notification Office Bureau of Competition - Room 301 Federal Trade Commission Washington, D.C. 20580 ATTN: Patrick Sharpe RE:Proposed Merger of (redacted) Dear Mr. … is required from the Federal Trade Commission or the Department of Justice. Thank you for your assistance in this …
Date
Rule
802.20
Wrong, exempt under 802.20
HSR Informal Interpretations

8502012 Informal Interpretation

… Informal Interpretation (redacted) February 25, 1985 Patrick Sharpe, Compliance Specialist Premerger Notification Office Federal Trade Commission 6th Street and Pennsylvania … spoke with you on February 13 about the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 …
Date
Rule
802.30
Not exempt under 802.30 must file. Wayne, Kaplan, Andy, Suzzanne & Danaconcur. called (redacted) 2-26-85. This transaction is not exempt under 802.30and you must file if it meets the size requirements...
HSR Informal Interpretations

8501003 Informal Interpretation

… 22, 1985 Andrew Scanlon, Esq. Premerger Notification Office Bureau of Competition Room 303 Federal Trade Commission Washington, … 802.50. Our client presently believes that the Canadian company has assets in the United States with a value of less …
Date
Rule
802.50
OK AMScanlon 1/28/85
HSR Informal Interpretations

8501001 Informal Interpretation

… 10, 1985 VIA FEDERAL EXPRESS Pre-Merger Notification Office Bureau of Competition Room 303 Federal Trade Commission 6th Street … Avenue, N.W. Washington, D.C. 20580   Attention:Patrick Sharpe Gentlemen: Your advice is hereby requested as …
Date
Rule
802.1; 802.2
Are they buying this retail space to operate or as an investment? They are buyingthese rental building in order to resell as condominiums. Who is making theacquisition? We are not sure yet. Perhaps a...
HSR Informal Interpretations

8501002 Informal Interpretation

… Interpretation (redacted) 16 January 1985 EXPRESS MAIL Mr. Patrick Sharpe Compliance Specialist Pre-Merger Notification Office Bureau of Competition, Room 301 Federal Trade Commission …
Date
Rule
801.10; 802.20
comments: Wayne Kaplan said contingent payments should be estimated according to 801.10 of the rules and included in transaction price. Andy Scanlon agrees and added that they indicate a face value...
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