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HSR Informal Interpretations

1112004 Informal Interpretation

… a current right to vote (and thus not exemptfrom the HSR reporting requirements)? Or, to state it another way, does … a convertible voting security (notsubject to the HSR Act's reporting requirements until conversion). … 1112004 Informal …
Date
Rule
801.1(c)
Holding an ADR does transfers beneficial ownership of the underlying voting securities.
HSR Informal Interpretations

1112006 Informal Interpretation

… the US and ships to its US subsidiary for sale as is: report the saleas a product sold in or into the US at the … a US located customer and ships directlyto that customer: report the sale of product sold into the US at the … an order from outside the US to shipdirectly into the US, report as a sale into the US; 4. Person A manufactures a …
Date
Rule
Form Item 5
Agree. K Berg concurs/
HSR Informal Interpretations

1112006 Informal Interpretation

… the US and ships to its US subsidiary for sale as is: report the saleas a product sold in or into the US at the … a US located customer and ships directlyto that customer: report the sale of product sold into the US at the … an order from outside the US to shipdirectly into the US, report as a sale into the US; 4. Person A manufactures a …
Date
Rule
Form Item 5
Agree. K Berg concurs/
HSR Informal Interpretations

1112004 Informal Interpretation

… a current right to vote (and thus not exemptfrom the HSR reporting requirements)? Or, to state it another way, does … a convertible voting security (notsubject to the HSR Act's reporting requirements until conversion). … 1112004 Informal …
Date
Rule
801.1(c)
Holding an ADR does transfers beneficial ownership of the underlying voting securities.
HSR Informal Interpretations

1112003 Informal Interpretation

… retain the right to manufacture, andthus not an HSR reportable transaction. 2. The DevelopmentAgreement also … to manufacture the Device. Ofcourse this license is not reportable as the license is not exclusive and eachparty …
Date
Rule
801.2
Agree Notification reportable. K Walsh concurs.
HSR Informal Interpretations

1112003 Informal Interpretation

… retain the right to manufacture, andthus not an HSR reportable transaction. 2. The DevelopmentAgreement also … to manufacture the Device. Ofcourse this license is not reportable as the license is not exclusive and eachparty …
Date
Rule
801.2
Agree – Notification reportable. K Walsh concurs.
HSR Informal Interpretations

1112001 Informal Interpretation

… requirement based on a past acquisition that was not reportable underthe prior version of the regulation. Thus, … scope of HSR to trigger a filing based on a previouslynon-reportable transaction seems warranted on these facts. 'You … forpurposes of old 801.1(a)(2) and thus, Corporation B reported as the acquiringperson and Corporation A reported …
Date
Rule
15 USC 18a(c)(4), 801.15
(Redacted) -aggregation would be required because as you noted 801.15(a) does not include 7A(c)(4), however, you said that Fund B held more than 50% of Corp B at one point. If Fund B filed for and...
HSR Informal Interpretations

1112001 Informal Interpretation

… requirement based on a past acquisition that was not reportable underthe prior version of the regulation. Thus, … scope of HSR to trigger a filing based on a previouslynon-reportable transaction seems warranted on these facts. 'You … forpurposes of old 801.1(a)(2) and thus, Corporation B reported as the acquiringperson and Corporation A reported …
Date
Rule
15 USC 18a(c)(4), 801.15
(Redacted) -aggregation would be required because as you noted 801.15(a) does not include 7A(c)(4), however, you said that Fund B held more than 50% of Corp B at one point. If Fund B filed for and...
HSR Informal Interpretations

1111011 Informal Interpretation

… noran associate of A, I believe that B's acquisition is not reportable. (Agree) 5. Based on your email below, I analyzeA' s acquisition as follows: oThe acquisition is reportable, because 90% of the value of the oil and …
Date
Rule
802.3, 801.10
Refer to BOLD Italics for comments.
HSR Informal Interpretations

1111011 Informal Interpretation

… noran associate of A, I believe that B's acquisition is not reportable. (Agree) 5. Based on your email below, I analyzeA' s acquisition as follows: oThe acquisition is reportable, because 90% of the value of the oil and …
Date
Rule
802.3, 801.10
Refer to BOLD Italics for comments.
HSR Informal Interpretations

1111007 Informal Interpretation

… control of the JV and therefore its acquisition is not reportable underthe HSR Act. With regard toCorporation A's …
Date
Rule
802.4
Sorry -the 802.4 analysis has nothing to do with the size of transaction. Once you have determined that the transaction is reportable, the valuation of the non-corporate interests takes into account...
HSR Informal Interpretations

1111007 Informal Interpretation

… control of the JV and therefore its acquisition is not reportable underthe HSR Act. With regard toCorporation A's …
Date
Rule
802.4
Sorry -the 802.4 analysis has nothing to do with the size of transaction. Once you have determined that the transaction is reportable, the valuation of the non-corporate interests takes into account...
HSR Informal Interpretations

1111006 Informal Interpretation

… would be grateful if you could provide your opinion on the reportability of the following hypothetical transaction. … and the hypothetical transaction is therefore not reportable under the HSR Act, because: o Leasehold interests …
Date
Rule
802.2, 802.4
Agree. Update: November 9, 2015. This no longer reflects the position of the PNO. See also 1511001.
HSR Informal Interpretations

1111006 Informal Interpretation

… I would be grateful ifyou could provide your opinion on the reportability of the followinghypothetical transaction. … and the hypothetical transaction is therefore notreportable under the HSR Act, because: oLeasehold interests …
Date
Rule
802.2, 802.4
– Agree. Update: November 9, 2015. This no longer reflects the position of the PNO. See also 1511001.
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