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HSR Informal Interpretations

0911010 Informal Interpretation

… acquisition of the call option/forward contract is not a reportable event,although the exercise of either would be reportable. See ABA Section ofAntitrust Law, Premerger … securities at some futuretime is, by itself, generally not reportable, although the exercise of thatoption may give …
Date
Rule
801.2
Agree.
HSR Informal Interpretations

0911005 Informal Interpretation

… transaction (if not otherwise exempt) and therefore not reportable. H is a nonprofithospital, the sole member of …
Date
Rule
802.30
event because there is no acquiring person in the A-H transaction. However, I'm having difficulty fitting one piece of this into the intra person exemption. Let's walk through the steps: 1) A becomes...
HSR Informal Interpretations

0910009 Informal Interpretation

… the UPE of NEWCO LLC. The formation of NEWCO LLC is not a reportable transaction as its value does not cross the … transaction to acquire the LLC interests will not be reportable because its value is below the $65.2 million … we think that the acquisition of this Goodwill is not a reportable transaction under the HSR Act based on the …
Date
Rule
801.10
UPDATE September 8, 2017: This no longer represents the position of the PNO. Agree do not include personal goodwill.
HSR Informal Interpretations

0910005 Informal Interpretation

… attributable togoods manufactured outside the U.S. are reported under Item 5. Company A isincorporated in and has … sheet indicates that goods of foreign manufacture are neverreported under manufacturing codes in Item 5. As all of … revenues derived from sales of these goods must bereported under the relevant wholesale NAICS code for the …
Date
Rule
Item 5
1, 3 & 4 are correct with 2 requiring all revenue.
HSR Informal Interpretations

0910003 Informal Interpretation

… Question Mike- We would appreciate your thoughts about the reportability under the HSR Act of the following acquisition … We believe that the foregoing acquisition structure is not reportable under the HSR Act. The value of the first … of the options described in the prior paragraph is not reportable) and, if either of the options described above is …
Date
Rule
801.10
10/20/2009 – Agree.
HSR Informal Interpretations

0909014 Informal Interpretation

… involved, would require the filing of a notification and reportform. At the same time, in transaction #2, the same … #1, and thus be included in the notification and report form filedin respect of transaction #1? 2. If the … 3, or would he be required to file his own notification and report form? 3. TM Holder was formed in 2009 for the purpose …
Date
Rule
801.13
of-transaction test. Filings would be Buyer as an acquiring person and Mr. A as an acquired person. No filing is required from Mr. B and he does not need to be listed in Item 3. If you don't have the...
Federal Register Notice

Free Annual File 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

0910001 Informal Interpretation

… October 09, 2009 2:57 PM To: Verne, B. Michael Subject: Reportability Question -Merger of Non-Stock Corporations … an acquisition of the assets of Y by X, andtherefore not reportable. However, if Y had holdings of other entities, X … were met), the acquisitionof Y's holdings by X would be reportable. My instant questionconcerns the following …
Date
Rule
801.2(f)
profit, non-stock corporation is treated as an acquisition of all of the assets of that corporation (see 801.2(f)(3). In your transaction, A would be deemed to be acquiring all of the assets of B1, B2...
HSR Informal Interpretations

0909004 Informal Interpretation

… Hope you are well.I am hoping to get your thoughts on the reportability of a new deal. Here isthe background: Company … of transaction threshold. However, it is our beliefthat the reportability of the formation of the Newco does not need to … these circumstances needs to be separatelyanalyzed for reportability, we would like to discuss with you whether …
Date
Rule
802.63
Agree.
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