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HSR Informal Interpretations

0808007 Informal Interpretation

… 10:46 AM To: Verne, B. Michael Subject: CONFIDENTIAL --HSR reportability regarding an IP license Mike, I would appreciateyour guidance on a question regarding HSR reportability with respect to acquisitionof an IP license … US be sufficient to render the license non-exclusivefor HSR reporting purposes? Or does the question of license …
Date
Rule
801.2
This is still an exclusive license for HSR purposes. K Walsh concurs.
HSR Informal Interpretations

0808003 Informal Interpretation

… filings requirements. Does Y complete its notification andreport form as if it were literally acquiring Z and vice …
Date
Rule
15 USC 18a(c), 801.2, 801.10
This is a consolidation 1) FMV must be set for both entities. 2) Shareholder of Y & Z receiving Holdco X v/s are subject to reporting requirements.
HSR Informal Interpretations

0807018 Informal Interpretation

… Seller 3 and Seller 4, respectively, are not separately reportable transactions because the size of the transaction … that our understanding is correct. This transaction, if reportable, is an acquisition of voting securities of S-Corp … 4, but note the acquisition of these interests are not reportable as to Seller 3 or Seller 4 (and Seller 3 and …
Date
Rule
Not reportable
07/31/2008 – Not reportable.
HSR Informal Interpretations

0807015 Informal Interpretation

… of assetsunder certain circumstances, possibly triggering reporting under the Act. A, a private equity fund, is … Agreement"). The value of the Transaction is below theHSR reporting threshold and the Option Agreement does not give rise to areporting at present because there is no acquisition and at …
Date
Rule
802.1
Agree.
Cases and Proceedings
Commissioner Statements

Concurring Statement of Commissioner Jon Leibowitz Regarding Marketing Food to Children and Adolescents: A Review of Industry Expenditures, Activities, and Self-Regulation Report

… of Industry Expenditures, Activities, and Self-Regulation Report Concurring Statement of Commissioner Jon Leibowitz … of Industry Expenditures, Activities, and Self-Regulation Report … Concurring Statement of Commissioner Jon Leibowitz … of Industry Expenditures, Activities, and Self-Regulation Report …
Date
By
Jon Leibowitz, Former Chairman
HSR Informal Interpretations

0807012 Informal Interpretation

… . Of course, for thetransaction to be non-reportable it would need to satisfy the limitations of802.4, …
Date
Rule
802.2(g)
(REDACTED) -this rule was amended in 2002 to only apply to the agricultural land. Everything else is non-exempt. See 67 FR 11898 (March 18, 2002) below http://www.ftc.gov/os/2002/03...
HSR Informal Interpretations

0807005 Informal Interpretation

… task in thiscase, to determine if the grant would be HSR reportable. Anotheroption the parties have considered is for … understand that thisprovision does not create a potentially reportable license now and should oneparty breach !he … collaboration agreement in the future would not create a HSRreportable license at that lime. This is because it is …
Date
Rule
801.2
Agree.
HSR Informal Interpretations

0806024 Informal Interpretation

… the formation of a Canadian unincorporated joint venture is reportable, I am trying to determine if it should be …
Date
Rule
801.40, 801.50, 802.50
06/24/2008 If there is no legal entity formed as the JV, it is not analyzed under 801.40 or 801.50. As I understand tenancy in common, the contributors each get an undivided interest in the assets...
HSR Informal Interpretations

0806029 Informal Interpretation

… that the transaction described is exempt from the HSR Act reporting requirements pursuant to 16 C.F.R. 802.1, 802.4 … of JV1 LLC would be exempt from the HSR Act reporting requirements. For HSR purposes, A and 8 each … its controlled entities would be exempt from the HSR Act reporting requirements. The exemption in 802.30 applies even …
Date
Rule
802.4
Agree.
HSR Informal Interpretations

0806021 Informal Interpretation

… Theacquisition of control of JVco LLC by A LLC is not reportable under the Actbecause the value of the interests … of interests in JVco LLC, HoldcoLLC and Newco LLC are not reportable under the Act because B LLC did notacquire … $63.1 million. Inaddition, the acquisition by A LLC is not reportable under the Act because ALLC is not a $10 million …
Date
Rule
801.11(e)
Agree and see comment under Question.
HSR Informal Interpretations

0806013 Informal Interpretation

… are analyzing a proposed transaction that we believe is nonreportable under HSR, and we would like to confirm with you … Company A will no longer provide information technology and reporting services to hedge funds for execution purposes, …
Date
Rule
15 USC 18(a)(c)(1) - 7A(c)(1)
06/16/2008 – Agree.
HSR Informal Interpretations

0806010 Informal Interpretation

… Office (the "PNO") reconsider its position on the HSR reportability of restricted stock unit ("RSU") awards to … still a director. (redacted) has not filed an HSR form to report his acquisition of shares of (redacted) stock … or non-voting securities into voting securities are not reportable. Thus, HSR notifications are not required when a …
Date
Rule
801.1
06/10/2008 - We don't think that restricted stock units that vest on a date certain in the future are sufficiently different from stock options that are exercised by an executive to warrant a change...
HSR Informal Interpretations

0806007 Informal Interpretation

… beneficial interests in the New York trusts is potentially reportable under the HSR Act. A second issue is whetherour …
Date
Rule
801.1(c)
First, we agree that these are not business trusts so the acquisition of beneficial interests of the trust are not treated as acquisitions of noncorporate interests. In a sale/leaseback arrangement...
HSR Informal Interpretations

0806006 Informal Interpretation

… A as a result. The letter stated that there was only one reportable transaction, with the parent of Company B as the … The acquisition of Company B stock by Company A was not reportable. We also note that this analysis seems to … interest. A's acquisition of the controlling interest is reportable (with A as the acquiring person and the LLC as …
Date
06/06/2008 – Agree, one filing A acquiring B. K Walsh concurs.
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