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Amicus Briefs

Moran v. The Screening Pros LLC

… addressing the question of how long, under the Fair Credit Reporting Act (FCRA), a consumer reporting agency can report certain negative information about an individual.  …
Date
Citation Number
12-57246
Federal Court
U.S. Circuit Court of Appeals for the Ninth Circuit
Brief of Consumer Financial Protection Bureau and Federal Trade Commission as amici curiae before the United States Court of Appeals for the Ninth Circuit, addressing the question of how long, under...
HSR Informal Interpretations

1309001 Informal Interpretation

… is that right? 2. Financials - The series issue annual reports, do you need the annual report for each series or only the investing fund series? 3. …
Date
Rule
801.13
The attached article concluded that a series of a Delaware Statutory Trust is not itself a separate legal entity, whereas the trust itself is. We agree with that conclusion. http://www.rlf.com/files...
HSR Informal Interpretations

1308003 Informal Interpretation

… will have non-passive intent . The Manager periodically reports on its activities to Person N the Adviser and Person … you advised that the fact that the Manager periodically reports on its activities to Person A, or that Person A does …
Date
Rule
802.9
Our take is that as long as Person A (the UPE of Fund), A's Advisor and the Affiliated Advisor are passive, the exemption is available for acquisitions made by A. The fact that Manager (of Fund) is...
HSR Informal Interpretations

1308001 Informal Interpretation

… A will acquire control over Company B. This would be a reportable transaction. Rather than acquiring the shares of … over Company B result in the secondary acquisition being reportable? Grateful for your guidance as usual. … 1308001 …
Date
Rule
801.4
The comity exception does not apply when the acquiring person will hold a controlling interest as a result of the secondary acquisition. If B has sufficient nexus with the US, the transaction is...
HSR Informal Interpretations

1307003 Informal Interpretation

… B. Michael Cc: Walsh, Kathryn Subject: Question on HSR Reportability of "Up-C Structure" Hi, Mike - Before you … agree that none of the LP Unit holders or Newco will have a reporting obligation in connection with the … than 50% of the partnership interests in Partnership (not reportable) or 50% or greater of the partnership interests …
Date
Rule
802.10
The entire transaction is exempt as a reorganization under 802.10
Federal Register Notice

Federal Register Notice: 16 CFR Parts 801, 802, and 803: Premerger Notification: Reporting and Waiting Period Requirements: Final Rule Amendments To Provide A Framework For the Withdrawal of A Premerger Notification Filing Under the Hart-Scott-Rodino Act

… 16 CFR Parts 801, 802, and 803: Premerger Notification: Reporting and Waiting Period Requirements: Final Rule … 16 CFR Parts 801, 802, and 803: Premerger Notification: Reporting and Waiting Period Requirements: Final Rule … 16 CFR Parts 801, 802, and 803: Premerger Notification: Reporting and Waiting Period Requirements: Final Rule …
Date
Cases and Proceedings

Biglari Holdings, Inc.

… Trade Commission allegations that it violated premerger reporting laws in connection with its 2011 acquisition of a … civil penalties, alleging that Biglari improperly failed to report the transaction to U.S. … Biglari Holdings, Inc. …

On 9/25/2012, Biglari Holdings, Inc., a publicly traded holding company, agreed to pay $850,000 to resolve Federal Trade Commission allegations that it violated premerger reporting laws in connection with its 2011 acquisition of a stake in the restaurant operator Cracker Barrel Old Country Store, Inc. At the request of the FTC, the U.S. Department of Justice has filed a complaint for civil penalties, alleging that Biglari improperly failed to report the transaction to U.S. antitrust authorities by claiming the purchases were a “passive” investment when, in reality, Biglari intended to become actively involved in the management of Cracker Barrel. The complaint alleges that, at the time of its acquisitions, Biglari Holdings intended to actively participate in the management of Cracker Barrel, including seeking a seat on the company’s board of directors. As a result, Biglari Holdings was ineligible for the passive investor exemption and was required to submit an HSR notification before acquiring shares of Cracker Barrel in excess of $66 million.

Type of Action
Federal
Last Updated
FTC Matter/File Number
1110224
Testimony

Prepared Statement of the Federal Trade Commission, Discussing the Most Recent Commission Report To Congress Under Section 319 of the Fair and Accurate Credit Transactions Act of 2003

… Trade Commission, Discussing the Most Recent Commission Report To Congress Under Section 319 of the Fair and … Trade Commission, Discussing the Most Recent Commission Report To Congress Under Section 319 of the Fair and … Trade Commission, Discussing the Most Recent Commission Report To Congress Under Section 319 of the Fair and …
Date
By
Maneesha Mithal, Associate Director
Federal Register Notice

Mail or Telephone Order Merchandise Rule: Request for Public Comment on Commission Staff Report Setting Forth Recommendations On Proposed Amendments to the Mail or Telephone Order Merchandise Rule; 16 CFR Part 435

… Rule: Request for Public Comment on Commission Staff Report Setting Forth Recommendations On Proposed Amendments … Rule: Request for Public Comment on Commission Staff Report Setting Forth Recommendations On Proposed Amendments … Rule: Request for Public Comment on Commission Staff Report Setting Forth Recommendations On Proposed Amendments …
Date
HSR Informal Interpretations

1304013 Informal Interpretation

… or attests to its good faith intention to proceed with a reportable acquisition if those conditions are subsequently …
Date
Rule
803.5, 803.7
We are OK with the filing being made now on an affidavit that states that the parties believe that the put or call option is expected to be exercised. They can get around the timing issue by filing...
HSR Informal Interpretations

1304007 Informal Interpretation

… Neither the formation nor the subsequent investment were reportable ; As is typical with these types of LLCs, the … once an LLC reaches a "flipping point," the "flip" may be reportable . I'm also not sure how one would report the "flip." Once the flip has occurred, any further …
Date
Rule
801.1(b)
A2 is acquiring a controlling interest in the LLC. Rights to profits are variable, but rights to assets upon dissolution are fixed (A1 -51% and A2 - 49% pre-acquisition) and {A1- 25o/o and A2- 75%...
HSR Informal Interpretations

1304011 Informal Interpretation

… for purposes of determining whether a transaction would be reportable under the HSR Act. X engages in a number of asset … or senior director of Finance is not an officer but reports to the VP, Finance (an officer), who reports to the CFO (an officer). (1) Would this be an …
Date
Rule
801.10
This is all OK. KW concurs.
HSR Informal Interpretations

1303005 Informal Interpretation

… person,the transaction describedbelow would not be reportable. The transaction is structuredas follows: Step 1: … interests, and as such, Step 1 does not itselflead to a reporting obligation. Step 2: Company A will exercise the … of the transaction is $0, rendering the transaction non-reportable. … 1303005 Informal Interpretation …
Date
Rule
801.10
Agree. K Walsh concurs. UPDATE: July 9, 2019: This no longer represents the position of the PNO.
HSR Informal Interpretations

1302009 Informal Interpretation

… acquisition is laying out how you value the stock if it is reportable (45 days prior to the notice) or non-reportable (45 days priorto the acquisition). From: …
Date
Rule
801.10(c)(1)
Acquisitions made after the one year period that was filed for should be calculated using the 45 days prior to the acquisition(s) during the five year period. The locked in market price is only for...
HSR Informal Interpretations

1302008 Informal Interpretation

… acquisition is laying out how you value the stock if it is reportable (45 days prior to the notice) or non-reportable (45 days prior to the acquisition). From: …
Date
Rule
801.10(c)(1)
In a transaction where you filed using the market price determined by the 45 days prior to the notice, the market price at any point beyond the end of the waiting period is irrelevant. You have...
Federal Register Notice

Premerger Notification Reporting and Waiting Period Requirements: Notice of Proposed Rulemaking - Amendments to the Premerger Notification Rules To Provide A Framework For Withdrawing Premerger Notification Filings; 16 C.F.R. Part 803

… Premerger Notification Reporting and Waiting Period Requirements: Notice of … Part 803 Federal Register Notice Premerger Notification Reporting and Waiting Period Requirements: Notice of … Filings; 16 C.F.R. Part 803 … Premerger Notification Reporting and Waiting Period Requirements: Notice of …
Date
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