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HSR Informal Interpretations

1004003 Informal Interpretation

… We believe Company A is exempt fromfiling a notification report as an acquiring person in connection with … under Section 802.4.Company B must file a notification to report its acquisition of the membershipinterests in Company … conclusion, Company A is not requiredto file a notification report as an acquired person or as an acquiring personand …
Date
Rule
801.50, 802.4
Correct on both.
HSR Informal Interpretations

1004001 Informal Interpretation

… size of person test has been met. 3.The transaction is not reportable,though, for two reason. First, neither N nor H … that satisfies the size-of-transaction test would bereportable. … 1004001 Informal Interpretation …
Date
Rule
801.50
of-person test for the first acquisition because 801.11 (e) only allows you to exclude the cash for that acquisition. The cash for the second acquisition would count toward the size-of-person test in...
HSR Informal Interpretations

1003009 Informal Interpretation

… staff would agree with ourconclusions below regarding reportability of aproposed transaction. Our client, "A", is … (e.g., tax, successor liabilities), but in evaluating the reportability of the potential transactionunder the HSR Act, we have determined an asset acquisition would be reportablebut an acquisition of B's voting securities would …
Date
Rule
801.10
Agree.
Testimony

Prepared Statement of the Federal Trade Commission On "Keeping Score on Credit Scores: An Overview of Credit Scores, Credit Reports and Their Impact on Consumers"

… on Credit Scores: An Overview of Credit Scores, Credit Reports and Their Impact on Consumers" Prepared Statement of … on Credit Scores: An Overview of Credit Scores, Credit Reports and Their Impact on Consumers" … Prepared Statement … on Credit Scores: An Overview of Credit Scores, Credit Reports and Their Impact on Consumers" …
Date
By
David Vladeck, Former Director, Bureau of Consumer Protection
HSR Informal Interpretations

1003007 Informal Interpretation

… of Corporation B's voting securities in a potentially reportable transaction that meets the requirements for … by proxy to one person, would that result in a potentially reportable transaction? Would it matter if the proxy were …
Date
Rule
801.2
03/17/2010 1. Because the warrants carry the right to "elect" directors, they are voting securities. It doesn't matter what the percentage correlations before and after conversion are. 2. No...
HSR Informal Interpretations

1003001 Informal Interpretation

… are the same) votingsecurities = $70 This transactionis reportable because the value, $150 m exceeds the $63.4 … are the same) votingsecurities =$70 This transactionis reportable because the value, $150 m exceeds the $63.4 …
Date
Rule
802.4
4 and 802.51 (and maybe 802.4) for scenario 5. I have attached a link to a tip sheet on 802.4. I'm assuming in all of these scenarios that you are using acquisition price and fair market value...
HSR Informal Interpretations

1002001 Informal Interpretation

… foryou to confirm that the following transaction is not reportable under Section7A of the Clayton Act: Buyer intends … Fees is below $65.2 million, the transaction will not be notreportable. Thank you for yourhelp with this issue. Please …
Date
Rule
15 USC 18a(c)(1), 802.1
The HSR Act exempts "acquisitions of goods ... transferred in the ordinary course of business." 15 U.S.C. 18a(c)(1). See 16 CFR 802.1. The Premerger Notification Office (PNO) has long taken the...
HSR Informal Interpretations

1001008 Informal Interpretation

… purchase price in determining whether the transaction was reportable under the HSR Act. Although the parties had not … of the liabilities could require that the transaction be reported under the HSR Act. After further negotiation, the … securities of Subsidiary B which was below the minimum HSR reporting threshold, however, Company A also offered to …
Date
Rule
801.10, 801.90
02/06/2010 – Agree.
HSR Informal Interpretations

1002002 Informal Interpretation

… B. Michael Cc: Johnson, Janice C.; (Redacted) Subject: HSRReporting Requirements re 401 (k) Plan Distribution of … my colleague (redacted)and me to discuss potential HSR reporting requirements relating to thedistribution of … that time,he has not acquired any Company securities in a reportable transaction under theHSR Act. 5. The Executive …
Date
Rule
801.1(c), 801.15
mail. Obviously, there is a dearth of detail. That's the problem with some of the letters in the database. 401-K plans are generally trusts that are deemed to hold the stock they acquire, not the plan...
Federal Register Notice

Fair Credit Reporting Risk-Based Pricing Regulations - 16 CFR Parts 640 and 698

… Fair Credit Reporting Risk-Based Pricing Regulations - 16 CFR Parts 640 and 698 Federal Register Notice Fair Credit Reporting Risk-Based Pricing Regulations - 16 CFR Parts 640 and 698 100115faircreditreporting.pdf … Fair Credit Reporting Risk-Based Pricing …
Date
HSR Informal Interpretations

1001004 Informal Interpretation

… asset acquisitions described below will be exempt from the reporting and waiting period requirements of the HSR Act. … to the ownership of retail rental space are exempt from the reporting requirements of HSR under Rule 802.2(h), except …
Date
Rule
802.2(e)
Unproductive Real Property not reportable. MV agrees.
Federal Register Notice

Charges for Certain Disclosures - Fair Credit Reporting Act

… Charges for Certain Disclosures - Fair Credit Reporting Act Federal Register Notice Charges for Certain Disclosures - Fair Credit Reporting Act 091230chargedisclosure.pdf … Charges for Certain Disclosures - Fair Credit Reporting Act …
Date
HSR Informal Interpretations

0912007 Informal Interpretation

… believe that the acquisition of theinterests in NewLLC is reportable under the HSR Act by anyone. Section 801.50of the … an acquisition of interests in a non-corporate entity to bereportable, someone must acquire control of the newly formed … you agree with my conclusionsthat a) the transaction is not reportable, and b) the method by which theIndividuals X and …
Date
Rule
801.2(d), 801.50
Agree with (a) & (b)
HSR Informal Interpretations

0912004 Informal Interpretation

… discuss the applicability of the Hart-Scott-Rodino (HSR)Act reporting requirements to a particular technology licensing … beconsidered "non-exclusive" for purposes of determining reportabilityunder the HSR Act. My client, a … is the transfer of an asset to the licensee,which may be reportable under the HSR Act, and the Premerger …
Date
Rule
801 Exclusive License
Agree. JJ & KB agree.
Federal Register Notice

Free Annual Credit Disclosures Amendments to Rule to Prevent Deceptive Marketing of Credit Reports and to Ensure Access to Free Annual File Disclosures - 16 CFR Part 610

… Amendments to Rule to Prevent Deceptive Marketing of Credit Reports and to Ensure Access to Free Annual File Disclosures … Amendments to Rule to Prevent Deceptive Marketing of Credit Reports and to Ensure Access to Free Annual File Disclosures … Amendments to Rule to Prevent Deceptive Marketing of Credit Reports and to Ensure Access to Free Annual File Disclosures …
Date
HSR Informal Interpretations

0911013 Informal Interpretation

… unrelated holders. Only the firstacquisition would be reportable under the HSR. The acquisition of C corp'sshares … While all thetransactions will occur simultaneously, the reportable value of the transactionseems to depend on the …
Date
Rule
801.10
Corp would be exempt under 802.4, so not separately reportable. When agreements have been entered into to acquire 100% in contemporaneous steps, you can't break out each step and analyze it separately...
HSR Informal Interpretations

0911012 Informal Interpretation

… shares to be acquired inthe IPO -will be exempt from HSR reporting. We believe thatLimited Partnership A, an … interests in LimitedPartnership A will be exempt from reporting pursuant to 16 C.F.R. 802.4. Similarly, … thresholds of theAct) will likewise be exempt from reporting under 802.4 due to the fact thatthe issuer holds …
Date
Rule
802.4
Agree.
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