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HSR Informal Interpretations

9908007 Informal Interpretation

… preferred stock into voting common stock will not be reportable under the HSR Act based upon the facts we … securities into voting securities if not a potentially reportable “conversion” or “acquisition” where the … this non-voting preferred stock into voting common stock is reportable under the HSR Act are (i) Company A’s ability to …
Date
Rule
801.1(f)(3)
8/19/99 Called writer and advised that no filing was required. The IPO action by Company B, in the context of Items 1 through 6 above ? and particularly the points made on Items 1 and 5 ?, render this...
Amicus Briefs

Deborah Wilson v. Rental Research Services, Inc.

… in support of consumer's claim against a consumer reporting agency, based on agency's duty to ensure maximum accuracy of credit report and to reinvestigate errors brought to its attention …
Date
Citation Number
97-4386
Amicus brief of the Federal Trade Commission in support of consumer's claim against a consumer reporting agency, based on agency's duty to ensure maximum accuracy of credit report and to reinvestigate...
HSR Informal Interpretations

9908002 Informal Interpretation

… Holding Company C into Hospital B would not constitute a reportable transaction under the HSR Act. Although such … Company C at the time of the merger, the merger will not be reportable. Of course, if Hospital Network A is dissolved or … Holding Company C prior to their merger, the merger will be reportable.                We further asked you to confirm …
Date
Rule
801.1(c)(8)
8/10/99 - Advised writer that letter accurately reflected view of Premerger Office in transactions such as this.
HSR Informal Interpretations

9908001 Informal Interpretation

… each investor will be entitled to receive all periodic reports and information packages that are provided to the …
Date
Rule
802.9
8/6/99 - Writer advises that observer might be asked by board “ how is services and supply agreement going?” Observer would respond on status of such agreement. Supply Company A (through observer...
HSR Informal Interpretations

9908005 Informal Interpretation

… we discussed, (redacted) filed a Premerger Notification and Report Form on July 30, 1999, in connection in connection … (Redacted) filed its Premerger Notification and Report Form on the same day. As described in the filing, … voting securities of the other.             Although the reportability of the above transaction is not in question, …
Date
Rule
801.2(d)(2), 801.2(d)(2)(iii)
Agree - no filings required for secondary acquisitions.
HSR Informal Interpretations

9908009 Informal Interpretation

… it is necessary to file a premerger notification and report form with the Federal Trade Commission and the …
Date
Rule
801.1(f), 801.11(b), 801.12 (b)
Advised the caller that except in the situation where convertible v/s are held in conjunction with a contractual right to designate directors & the percentage of v/s that would be held upon conversion...
HSR Informal Interpretations

9908010 Informal Interpretation

… Washington, D.C. 20580 Subject: Confirmation of Non-Reportable Transaction Dear Mr. Vern [sic]: In our telephone … Trade commission ("FTC") is that this transaction is non-reportable under the Hart-Scott-Rodino Antitrust … the FTC?s informal position that the Transaction is non-reportable under the Act by signing this letter where …
Date
Rule
7A(c)(2)
Comments in body of letter
HSR Informal Interpretations

9907011 Informal Interpretation

… that the proposed transaction will be exempt from the reporting requirements of the Act pursuant to Federal Trade … that this proposed transaction should be exempt from the reporting requirements of the Act pursuant to the Minimum … believe that we are not entitled to an exemption from the reporting requirements of the Act based upon the information …
Date
Rule
802.20
Called (redacted) 7/23/99 and left message. I concur with the conclusion exemptions noted. PS
HSR Informal Interpretations

9907010 Informal Interpretation

… Ave., NW Washington, D.C. 20580 Re:Hart-Scott-Rodino Reportability and Limited Liability Companies Dear Mr. … Notification Offices ("PNO") interpretation of the reportability of an acquisition of the membership interests … acquisition is viewed as an asset acquisition, it is only a reportable event if the total value of the assets being …
Date
Rule
801.10(b)
: 7/20/99 Called writer and advised that, as here, you do have an acquisition price (or a reasonable proxy for an acquisition price, since buyer is not presently within the LLC) for the assets...
HSR Informal Interpretations

9907008 Informal Interpretation

… under the Act. The transaction, therefore, is not reportable under the Act. Please contact me at (redacted) …
Date
Rule
801.1(b)(1)(ii); 802.51(b)
7/14/99 Left phone mail message for writer. Agreed with conclusion that each foreign partnership was its own UPE. No person has a right to 50% of profits (or 50% of assets on dissolution) of each...
HSR Informal Interpretations

9907004 Informal Interpretation

… and non-voting securities would not be subject to the reporting and waiting period requirements of the Act. Option … time span would be required to observe the notification and reporting requirements of the Act prior to conversion …
Date
Rule
801.13; 801.90
7/14/99 I spoke with the writer of this letter and informed him that I agree with the representations and conclusions contained in it. Thus, no HSR filing is required. TFH
HSR Informal Interpretations

9909005 Informal Interpretation

… partnership interest held by B, it would nevertheless be reportable because it is an acquisition of voting stock of … agreed, that the acquisition of this LLC interest was not reportable. In addition, we agreed that it would not change …
Date
Rule
801.1(f)(1); 802.4
7/9/99 Called writer and advised that while steps (1) and (2) above would not be reportable, step (3) is reportable, as long as the partnership below does not hold exempt realty, which would permit...
HSR Informal Interpretations

9907006 Informal Interpretation

… transaction and the need to file a Notification and Report Form under the Hart-Scott-Rodino Antitrust …
Date
Rule
7A(c)(3); 7A(c)(10); 801.90
7/9/99 Left phone mail message for writer that no reportable events were taking place here under the provisions of 7A(c)(3) and (c)(10). Also, the explanations seemed to resolve any potential 801.90...
HSR Informal Interpretations

9907002 Informal Interpretation

… with a Hart-Scott-Rodino Pre-Merger Notification and Report Form regarding the acquisition by Corporation A of … to file a Hart-Scott-Rodino Pre-Merger Notification and Report Form in connection with their acquisition of the … that each Significant Shareholder meets the threshold reporting levels of the Hart-Scott-Rodino Antitrust …
Date
Rule
802.9
Note #1: in basic business decisions of LLC or only carrying out policy by others in LLC? Note#2: equivalent of Director; managing member? equivalent of GP?; Agree that none of the significant...
HSR Informal Interpretations

9907009 Informal Interpretation

… the beneficiaries the ESOP trust would have a potential reporting obligation if , as a result of a stock-for-stock … ("issuer B"), the ESOP trust will receive an otherwise reportable amount of issuer B voting securities.   After … by B, RS Concurs. 7/15/99] would not be a potentially reportable transaction. Please do not hesitate to call me at …
Date
Rule
802.35
See below
HSR Informal Interpretations

9906018 Informal Interpretation

… described herein does not constitute a presently reportable transaction under the Hart-Scott-Rodino Antitrust … that the formation of the Pediatric JOA corporation is not reportable under 16 C.F.R. §801.40 if that corporation will …
Date
Rule
801.40
7/1/99 Writer confirms that in first sentence of first full paragraph on pg.2, hospital participants also will have benefit of any gain in value of their respective hospitals. In last sentence of same...
HSR Statements of Basis and Purpose

64 FR 34804

Federal Register Cite
… date of 63 FR 54713 to 7/1/99 990629premergernotificationreporting.pdf … 64 FR 34804 …
Type
Notice
Date
Description
Change the effective date of 63 FR 54713 to 7/1/99
Topic
Administrative
Non-Corporate Entities
Displaying 1681 - 1700 of 2689
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