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HSR Informal Interpretations

1111001 Informal Interpretation

… Hello Mike, This is a request for clarification on how to report certain manufacturing revenues under the new Item 5. … (a) the guidance on the FTC Website that directs filers to report the sale of foreign-manufactured products to a … how Company A would fill out Item 5: (1) Would Company A report the intercompany sales of Widgets from foreign plants …
Date
Rule
Form Item 5
Refer to BOLD Italics for response.
HSR Informal Interpretations

1111001 Informal Interpretation

… Hello Mike, This is a request for clarification on how to report certain manufacturing revenues under the new Item 5. … (a) the guidance on the FTC Website that directs filers to report the sale of foreign-manufactured products to a … how Company A would fill out Item 5: (1)Would Company A report the intercompany sales of Widgets from foreign plants …
Date
Rule
Form Item 5
– Refer to BOLD Italics for response.
HSR Informal Interpretations

1110017 Informal Interpretation

… are sold to third parties and some are to a US carplant. (a)Report the sales of all the engines made in the US plant … [agree] (b)For a car sold to the US from a German plant, report the entire amount of thecar sales sold to the US … mfr code. [agree] (c)For a car sold in Germany, do not report any of the car sales in Item [agree] 2. The Brazilian …
Date
Rule
Form Item 5
Refer to BOLD Italics for response.
HSR Informal Interpretations

1110017 Informal Interpretation

… sold to third parties and some are to a US car plant. (a) Report the sales of all the engines made in the US plant … [agree] (b) For a car sold to the US from a German plant, report the entire amount of the car sales sold to the US … mfr code. [agree] (c) For a car sold in Germany, do not report any of the car sales in Item [agree] 2. The Brazilian …
Date
Rule
Form Item 5
Refer to BOLD Italics for response.
HSR Informal Interpretations

1109019 Informal Interpretation

… the acquisition of B by A or HSUB-1 by C is subject to thereporting requirements of the HSR Act. Ifthe acquisition of … in not having to file an HSR Premerger Notification and Report, thesubstance of this transaction is nonreportable. It also is our view that thestructure is not a …
Date
Rule
801.10
I agree that the transaction is not reportable. On the advice of our Compliance shop, we no longer give advice on whether a particular structure is a device for avoidance because we have no way of...
HSR Informal Interpretations

1109019 Informal Interpretation

… the acquisition of B by A or HSUB-1 by C is subject to thereporting requirements of the HSR Act. Ifthe acquisition of … in not having to file an HSR Premerger Notification and Report, thesubstance of this transaction is nonreportable. It also is our view that thestructure is not a …
Date
Rule
801.10
I agree that the transaction is not reportable. On the advice of our Compliance shop, we no longer give advice on whether a particular structure is a device for avoidance because we have no way of...
HSR Informal Interpretations

1109016 Informal Interpretation

… voting securitiesof B, but that transaction would not be reportable for size-of-transactionreasons.) From:Verne, B. … of Issuer.Buyer's acquisition of those securities will be a reportable transaction.Issuer has not yet been formed, but … venture corporation under 801.40,but it will not produce a reportable acquisition, because no person willacquire $66 …
Date
Rule
801.30
The change in structure has taken this out of 801,30. You can file on the agreement with the shareholder of A/B and either can file on the behalf of the issuer.
HSR Informal Interpretations

1109018 Informal Interpretation

… and Chief Executive will be appointed byEntity A and will report to Entity (4)Neither the Province nor Entity A will … Additionally,if the acquisition to be made by Entity B is reportable under the HSR Act,based on our review of Informal …
Date
Rule
801.1(a)(2)
Agree that B is not an entity. K Walsh concurs
HSR Informal Interpretations

1109018 Informal Interpretation

… and Chief Executive will be appointed byEntity A and will report to Entity (4)Neither the Province nor Entity A will … Additionally,if the acquisition to be made by Entity B is reportable under the HSR Act,based on our review of Informal …
Date
Rule
801.1(a)(2)
Agree that B is not an entity. K Walsh concurs
HSR Informal Interpretations

1109016 Informal Interpretation

… voting securities of B, but that transaction would not be reportable for size-of-transaction reasons.) From:Verne, B. … of Issuer.Buyer's acquisition of those securities will be a reportable transaction.Issuer has not yet been formed, but … venture corporation under 801.40,but it will not produce a reportable acquisition, because no person will acquire $66 …
Date
Rule
801.30
– The change in structure has taken this out of 801,30. You can file on the agreement with the shareholder of A/B and either can file on the behalf of the issuer.
HSR Informal Interpretations

1109011 Informal Interpretation

… in this example). Does the Investment Advisor only need to report the holdings of other entities over which it … into all of its separate accounts and managed funds and report those. Canwe discuss when you have a chance if the …
Date
Rule
801.1(d)(2)
We have encountered this managed account scenario already. Our position is that the investment advisors you describe are not considered associates, so you wouldn't need to drill down to the managed...
HSR Informal Interpretations

1109011 Informal Interpretation

… in this example). Does the Investment Advisor only need to report the holdings of other entities over which it … into all of its separate accounts and managed funds and report those. Canwe discuss when you have a chance if the …
Date
Rule
801.1(d)(2)
We have encountered this managed account scenario already. Our position is that the investment advisors you describe are not considered associates, so you wouldn't need to drill down to the managed...
HSR Informal Interpretations

1109010 Informal Interpretation

… sought in 4diii. Inmy case it is moot, as we do have a report prepared by a third party thatcontains the detail of … a series of drafts, or different iterations, ofsynergies reports that one would produce the latest version, as is the …
Date
Rule
Item 4(d)(iii)
On point 2, I would think that 9 times out of 10 the $5 million will be taken from another substantive synergies document, so there will very likely be no need to worry about documents that reference...
HSR Informal Interpretations

1109010 Informal Interpretation

… sought in 4diii. Inmy case it is moot, as we do have a report prepared by a third party thatcontains the detail of … a series of drafts, or different iterations, ofsynergies reports that one would produce the latest version, as is the …
Date
Rule
Item 4(d)(iii)
On point 2, I would think that 9 times out of 10 the $5 million will be taken from another substantive synergies document, so there will very likely be no need to worry about documents that reference...
HSR Informal Interpretations

1109009 Informal Interpretation

… In this scenario, the HSR filing by A and B would only report the acquisition of Y. If the sale of X closes first, … the acquisition of X, the filings by A and B would only report the acquisition of Y and the subsequent acquisition of X would not be reportable. Ialso understand that, if the two agreements …
Date
Rule
801.13(b) and 801.14(b)
Note that all of these views are based on the fact that both agreements have been executed, despite the fact that they are not conditioned on one another. If only one agreement had been executed and...
HSR Informal Interpretations

1109009 Informal Interpretation

… In this scenario, the HSR filing by A and B would only report the acquisition of Y. If the sale of X closes first, … the acquisition of X, the filings by A and B would only report the acquisition of Y and the subsequent acquisition of X would not be reportable. Ialso understand that, if the two agreements …
Date
Rule
801.13(b) and 801.14(b)
Note that all of these views are based on the fact that both agreements have been executed, despite the fact that they are not conditioned on one another. If only one agreement had been executed and...
HSR Informal Interpretations

1109007 Informal Interpretation

… Michael To: (Redacted) Subject: Item 6(c)(i) Youwould only report minority holdings of entities that have US sales in … non-US sales, even if in the sameindustry, you would not report it … 1109007 Informal Interpretation …
Date
Rule
Item 6(c)(i) 6(c)(ii)
Same for 6(c)(ii)
HSR Informal Interpretations

1109007 Informal Interpretation

… Michael To: (Redacted) Subject: Item 6(c)(i) Youwould only report minority holdings of entities that have US sales in … non-US sales, even if in the sameindustry, you would not report it … 1109007 Informal Interpretation …
Date
Rule
Item 6(c)(i) 6(c)(ii)
Same for 6(c)(ii)
Displaying 601 - 620 of 2689
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