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Cases and Proceedings
Commissioner Statements

Concurring Statement Regarding The Federal Trade Commission Investigation of Gasoline Price Manipulation and Post-Katrina Gasoline Price Increases: A Commission Report to Congress

… and Post-Katrina Gasoline Price Increases: A Commission Report to Congress Concurring Statement Regarding The … and Post-Katrina Gasoline Price Increases: A Commission Report to Congress … Concurring Statement Regarding The … and Post-Katrina Gasoline Price Increases: A Commission Report to Congress …
Date
By
Jon Leibowitz, Former Chairman
HSR Informal Interpretations

0605024 Informal Interpretation

… Agreement Dear Mike: I aminterested in your views as to the reportability under HSR of a productdevelopment agreement … in its territory. Inconsidering whether this transaction is reportable under HSR, I understand theissues to be: (1) …
Date
Rule
801.2, 802.50
1) The research licenses are non-exclusive. The commercialization licenses are exclusive. 2) The potential filing obligation occurs at the time the exclusive commercialization licenses are granted. 3)...
HSR Informal Interpretations

0605021 Informal Interpretation

… LLC3. Iunderstand that the formation of the New LLC is not reportable, as no personwill hold an interest of 50% or …
Date
Rule
801.11(e)
If the operating entity has a regularly prepared balance sheet, as your description implies, then 801.11(e) is not available to New LLC. See last sentence of first paragraph of Analysis in...
HSR Informal Interpretations

0605020 Informal Interpretation

… conjunction with 802.50, apply to make thetransaction non-reportable if the fair market value of Target's US assets … of the Act pursuant to...this part 802...is exemptfrom the reporting requirements if the acquired issuer...and all … $56.7 million, the transaction would be exempt from reporting underSection 802.4. Please let us know if this …
Date
Rule
802.4, 802.50
Agree.
HSR Informal Interpretations

0605016 Informal Interpretation

… today concerning the interpretation of Item 4[c]of the HSR reporting form. We indicated that our firm and a … merger agreement that had been executedearlier and would be reportable under the HSR statute. After executing themerger …
Date
Rule
Form Item 4(c)
We understand that some law firms are relying on this letter to claim that any documents created after an agreement has been signed, such as potential investor presentations, are not 4c under the...
HSR Informal Interpretations

0605032 Informal Interpretation

… on May 11, 2006 and May 12, 2006 concerning the potentialreportability under the Hart-Scott-Rodino Antitrust … if the initialacquisition of the 66% interest is HSR reportable. You also agreed thatsubsequent acquisitions by … of Company B after closing onthe 66% interest would not be reportable, regardless of value, since at thatpoint Company …
Date
Rule
801.10
Agree.
HSR Informal Interpretations

0605013 Informal Interpretation

… the foreign assets), and therefore thetransaction is not reportable. … 0605013 Informal Interpretation …
Date
Rule
802.4
The size-of-transaction is the value of the non-corporate interest received, not less anything. When analyzing the possibility of the acquisition being exempt under Section 802.4, you can exclude the...
HSR Informal Interpretations

0605015 Informal Interpretation

… hope of obtaining some informal guidance relating to the reportingobligations of a foreign company under the … of Rule 802.51(d), the "foreignissuer" exemption to the HSR reporting requirements, to a contract enteredinto by a …
Date
Rule
802.51
How much of the contract price did X carry on its annual statement of income for the most recent fiscal year? That figure would be dispositive. The fact that some of the work was subcontracted is...
HSR Informal Interpretations

0605008 Informal Interpretation

… of a warrant on a day certain in the future could be HSRreportable. I have learned a few more facts since we talked …
Date
Rule
801.2
I don't think this changes my original conclusion. The holder of the warrants will either know that he is going to exercise them or that they will automatically be exercised at a date certain in the...
HSR Informal Interpretations

0605005 Informal Interpretation

… of Fund II. My questions - 1 --Is the formation of NewCo a reportable event? I would particularly appreciateguidance … so that Company A becomes a partialsubsidiary of Fund II, a reportable event? What is the applicability … Subject:RE: HSR Question 1- The formation of Newco is not reportable because all it holds is cash.Section 802.4 …
Date
Rule
801.21, 801.40
refer to MV Comments below.
HSR Informal Interpretations

0604013 Informal Interpretation

… to confirm that none of the events wediscussed would be reportable under the HSR Act. DESCRIPTIONOF ENTITIES … is exempt. JD Investments' acquisition of claims isnot HSR reportable because the claims are either cash equivalents … of claims into shares of BKPT common stock is apotentially reportable event for JD Investments, but is not reportable …
Date
Rule
801.11(e)
Agree nothing reportable.
HSR Informal Interpretations

0604012 Informal Interpretation

… subsidiary is an LLC. I amunclear what, if anything, to report for Item 6. The instructions for Item 6state that, … for asset deals, the seller of assets does not need to report Item6 information. However, the instructions before … like an asset deal, in which case I would notneed to report Item 6 information? Or, do I need to report Item 6 …
Date
Rule
Form Item 6
Acquisition of LLC interest is not an asset deal. Limit Item 6 to the LLC, anything is controls.
HSR Informal Interpretations

0604010 Informal Interpretation

… 3:40 PM To:Verne, B. Michael Cc:(redacted) Subject: HSR Reportability Question Mike, We had a question regarding reportabilityof transient a intermediary. Ina multi-step … B would not meet thesize-of-the person threshold and not be reportable. A serves as theintermediary for the transaction …
Date
Rule
Continuum
You can subsume the A-B transaction in the reportable A-C transaction under the continuum theory as long as the two agreements are conditioned on one another and will occur contemporaneously. So only...
HSR Informal Interpretations

0604003 Informal Interpretation

… acquisition that we assumed would otherwise be Hart-Scott reportable. My understanding, based on our conversation, is thatan acquisition by C would not be reportable because none of A, B, or C would beconsidered an … made through a controlled corporation is potentially reportable. In theinstant transaction, because the two …
Date
Rule
801.1(a)(2)
Agree.
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