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Federal Register Notice

Premerger Notification: Reporting and Waiting Period Requirements

… Premerger Notification: Reporting and Waiting Period Requirements Federal Register Notice Premerger Notification: Reporting and Waiting Period Requirements 990629premergernotificationreporting.pdf … Premerger Notification: Reporting and …
Date
Advisory Opinions

Section 603(p): Definition of "consumer reporting agency that compiles and maintains files on consumers on a nationwide basis"

… Section 603(p): Definition of "consumer reporting agency that compiles and maintains files on … a nationwide basis" Section 603(p): Definition of "consumer reporting agency that compiles and maintains files on … Advisory Opinion … Section 603(p): Definition of "consumer reporting agency that compiles and maintains files on …
Date
HSR Informal Interpretations

9906020 Informal Interpretation

… Operations Center all of whom work from the same office and report to the same division manager. In addition to the …
Date
Rule
802.1(a)
6/23/99 Called writer and advised that sale of the computer lease portfolio would not constitute the sale of an “operating unit”. R.B. Smith
HSR Informal Interpretations

9906016 Informal Interpretation

… pursuant to Section 802.52, we discussed the potential reportability of a secondary acquisition resulting from the … acquisition of the interest in the U.S. issuer is nonreportable. Essentially, Staff has made a judgement call … was subject to HSR notification and no exemption from reporting was available, A and X would be required to file …
Date
Rule
802.52
6/17/99 TS (co-counsel with writer) advises that none of B’s shareholders are U.S. persons and, thus, their respective minority takings of A’s stock would be exempt under 802.51(b). As to...
HSR Informal Interpretations

9906012 Informal Interpretation

… purpose of this letter is to request clarification of any reporting obligations of the parties to the following … that, under similar circumstances, X and Y would not have a reporting obligation. In fact, that seems to be the correct … not be considered a “conversion” and a potentially reportable event.                   Nevertheless, we ask …
Date
Rule
802.9; 801.1(b); 801.12(b); 801.2(e)
6/16/99 - Discussed with co-counsel and letter writer. As to Trans. One, if X and Y are competitors, presumption raised against use of 802.9. X’s entering into similar agreements with other cos. not...
HSR Informal Interpretations

9906011 Informal Interpretation

… the transaction outlined below would not be subject to the reporting requirements of the Hart-Scott-Rodino Act. The … According to the interpretations, this formation is not a reportable transaction because there was common ownership of …
Date
Rule
F.I. 15
AGREE - B. Michael Verne 6/14/99
HSR Informal Interpretations

9906003 Informal Interpretation

… transaction, which we discussed about May 20, 1999, is not reportable. The assets of four separate companies, each of … interest in the holding company by ta third party is not reportable, although the size-of-parties and … that the acquisition of an interest in an LLC is not reportable unless (1) a business is contributed to the LLC …
Date
Rule
F.I. 15
6/14/99-Writer advised that in second sentence in letter, not one but rather four- LLCs were being founded by the two adult brothers. No reportable LLC formations are taking place. MV agrees with the...
HSR Informal Interpretations

9906001 Informal Interpretation

… A of a 37.5% partnership interest in Subsidiary B is not reportable under the Premerger Notification Office’s … holding 100% of the interests in a partnership are not reportable. Likewise, the formation of Partnership B is … interpretation that the formation of a partnership is not reportable. 3. 64 Fed. Reg. 24, 5808-5811, (effective March …
Date
Rule
F.I. 15
6/4/99-Advised writer that neither of the persons forming Newco LLC has a reportable event since neither is deemed to hold 100% of the partnership or LLC interest being contributed to the LLC by the...
HSR Informal Interpretations

9906007 Informal Interpretation

… transaction described in my letter of June 8, 1999 is a non-reportable transaction. Also, in response to a question you … LLC) referenced in footnote 1 of my letter was not a reportable transaction under the new LLC regulation because, … to it. We will soon file a premerger notification report with respect to the LLC?s asset sale, as you and our …
Date
Rule
F.I. 15
HSR Informal Interpretations

9906014 Informal Interpretation

… forth below, that the acquisition of Company would not be a reportable transaction under the Hart-Scott-Rodino-Antitrust … net sales, the acquisition by Buyer of Company will not be reportable.                As we discussed, I am enclosing a … with the conclusion that the transaction at issue was not reportable.                Should you have any questions, or …
Date
Rule
801.11
If the assets for the company are less than $10 million, then a pro-forma must be created. We don’t take personal financial statements prepared for loans. A pro-forma must be created for the FTC...
HSR Informal Interpretations

9906004 Informal Interpretation

… D.C. 20580 Dear Dick: I have a question concerning the reportability of a transaction intended to achieve a …             We have been asked for advice concerning the reportability of the proposed transaction. We believe that the redemption is not reportable, but that the sale of the LLC’s assets to a third …
Date
Rule
801.1(b)
Advised writer that PMN Office would conclude that I-1 holds 55% of LLC through control of Corp. B, bout would not be deemed to hold the remaining 45% through control of I-1/2 LLC, thus does not hold...
HSR Informal Interpretations

9905013 Informal Interpretation

… of the Item 4(c) response to be made by our client in its report and notification under the Hart-Scott-Rodino … transactions: Our client is planning to engage in two HSR reportable transactions with the same target company (Target). The first report is being prepared now with respect tot he first …
Date
Rule
Item 4(c)
5/25/99-discussed letter with MV, TH and MB. We concluded that, in this particular fact situation, the CTO filing should include only those 4(c)s relating to the CTO transaction, at the $15 MM...
HSR Informal Interpretations

9905012 Informal Interpretation

… exceeds $15 million, making the stock acquisition by F reportable. There are documents that would be submitted …
Date
Rule
Item 4(c)
5/25/99-advised writer that the PMN Office reads the obligations imposed by item 4(c) to apply to the acquisition for which an HSR filing is being made. Exempt or non-reportable aspects of the...
HSR Informal Interpretations

9905016 Informal Interpretation

… you advised me that the transaction described below is not reportable. Company A is buying the stock of Company B which … company, is not engaged in manufacturing. The assets reported on Company Bs last regularly-prepared balance sheet …
Date
Rule
801.11
5/24/99-Advised writer that we agreed with deduction of amounts paid to Company B, which are passed onto worksite employees (with benefits and payroll taxes), thus making of non-reportable size.
HSR Informal Interpretations

9905002 Informal Interpretation

… the requirements of the launch services agreement; status reports on the development of Sub 1's launch vehicles and Bs …
Date
Rule
802.9; 7A(c)(9)
5/7/99-Advised writer that under present factual setting, A can purchase 1.7% of voting stock of B and claim the 802.9 exemption. However, the Premerger Office is of the view that the last two...
HSR Informal Interpretations

9904011 Informal Interpretation

… of certain real property containing timberlands is reportable under the Act. I explained that I represent the … could aggregate the first and second transactions and report them with one filing because the closing of the … would not be required to file a premerger notification report form should it sell these physically separate parcels …
Date
Rule
802.2(c)(1)
5/3/99-Writer advises that seller is a timber holder for a paper company which is also a sub of the acquired person. Timber is held in checker-board parcels across VA. No separate parcel has had sales...
HSR Informal Interpretations

9904015 Informal Interpretation

… Room 303 Washington, D.C. 20580 Re:Pre-Merger Notification (Reporting and Waiting Period Requirements in Connection with … parties to certain transactions must comply with certain reporting and waiting period requirements prior to …
Date
Rule
801.1
Agree that this fact scenario does not require a filing. Asked the writer to revise the language in the last paragraph of analysis section. B. Michael Verne 5/3/99. Dick Smith concurs Note 1-illegible...
Displaying 1701 - 1720 of 2689
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