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HSR Informal Interpretations

9611011 Informal Interpretation

… of a bona fide limited partnership would be subject to the reporting and waiting period requirements under the Act. … formation of such an LLC would not be subject to the Acts reporting requirements. You confirmed the policy of the … rather than partnership interests and, therefore, reporting is or would be required. Based upon the foregoing …
Date
Rule
801.40 (LLC formation, partnership formation)
12/2/96 - Advised writer that neither the partnership or LLC formation would be reportable under HSR. However, partnership would be controlled by A & B due to their direct holdings of49.5% and their...
HSR Informal Interpretations

9612006 Informal Interpretation

… and operation of this JOA does not constitute a presently reportable transaction under the Hart-Scott-Rodino Antitrust … operation and management of the hospitals in the System, no reportable acquisition will occur if the System is not a $10 …
Date
Rule
801.1 (c); #76 Premerger Notification Practice Manual
Facts presented indicate that the 4 entities have entered into a partnership agreement for the operation of the hospitals. If there is a management agreement with operation of hospital by previous non...
HSR Informal Interpretations

9612007 Informal Interpretation

… and the transaction is exempt under § 802.20 from the HSR reporting requirements. If the foregoing does not comport …
Date
Rule
801.11 (c); 802.20; #158 Premerger Notification Practice Manual
Since the consolidating statement is part of the annually prepared financial statements it should be included in determining the annual sales of the subsidiary to be sold. Together they show “net”...
HSR Informal Interpretations

9611008 Informal Interpretation

… described in the attached outline are exempt from the reporting requirements of the Hart-Scott-Rodino Antitrust …
Date
Rule
801.1(c); 801.90; #239 Premerger Practice Manual
Answer to 11/21/96 letter to Victor Cohen from (redacted). Possible transfer “a.”: the transfer of an undivided 50% interest to B1 is the transfer of an asset and reportable if all HSR tests are met...
HSR Informal Interpretations

9611006 Informal Interpretation

… described in the attached outline are exempt from the reporting requirements of the Hart-Scott-Rodino Antitrust … into an agreement to form NewCo LLC. [**Staff comment: reportable]                                                 …
Date
Rule
801.40
11/20/96 A should report for its acquisition of B assets. Subsequent formation of LLC is exempt. To meet “continuum theory” criteria, the last event must be reportable which it is not here. RS concurs...
HSR Informal Interpretations

9611003 Informal Interpretation

… to avoid the Antitrust Improvements Act of 1976's (the Act) reporting requirements. You informed me that, under the Act, … corporations directors are not devices to avoid the Acts reporting requirements, the fact that the corporation …
Date
Rule
801.1(b)(2)
11/14/96 - Agreed with conclusion of letter. In order to have an objective, easily administrable control by contract criterion, the test is whether the person has the contractual power to appoint half...
HSR Informal Interpretations

9611002 Informal Interpretation

… the joint venture. We propose that Notification and Report Form filings be made by each of the contributors if … if the above does not represent your views on the reportability of the proposed transaction. I appreciate your …
Date
Rule
801.40; Interpretation #199
Section 801.40 applies to this transaction based on the fact including: identity of the purchasers is known, sale of stock is timely to the shareholders and IPO; the money raised is used to purchase...
HSR Informal Interpretations

9611007 Informal Interpretation

… described in the attached outline are exempt from the reporting requirements of the Hart-Scott-Rodino Antitrust … AB LLC;** or [**Staff comment: Asset sale to B1 potentially reportable. Same re: sale to LLC and if reportable, continuum theory exempts acq. by B1 (but A1 & B1 …
Date
Rule
7A(c)(1)
Acquisition of credit card servicing rights relating to the authorization, clearing & settlement of transactions based on credit card sales is considered an acquisition of assets that is exempt as...
HSR Informal Interpretations

9611009 Informal Interpretation

… to Buyer (we recognize that this transaction may be reportable. We believe that the restructuring of the client (as outlined) does not present a reportable transaction (assuming the commerce test, …
Date
Rule
7A(c)(3); 7A(c)(10)
When Corp. A acquires the remaining 70% partnership interest in LTD it has acquired the LTD assets and creates a fileable event. Since the partnership is collapsed Corp. A may place the assets into...
HSR Informal Interpretations

9611012 Informal Interpretation

… to act as its the (sic) general partner, is subject to the reporting and waiting period requirements under the Act. It … Trade Commission. As such, it would be exempt from the reporting and waiting period requirements of the Act. The … in the LLC would be voting securities and subject to the reporting and waiting period requirements under the Act. …
Date
Rule
801.40 (LLC formation)
Formation of an LLC that has a governing body limited to officers, directors or employees of forming persons, who each take back a 50% interest in the LLC, is considered to be the formation of a...
HSR Informal Interpretations

9610014 Informal Interpretation

… where it was concluded that the following scenario is not reportable under the Hart-Scott-Rodino Antitrust …
Date
Rule
801.10
Each of the four are acquiring an asset interest whose fair market value/purchase price is less than $15 MM. These transactions (if they meet the size-of-person test) do not meet the size-of...
HSR Informal Interpretations

9610009 Informal Interpretation

… understanding that the formation of the LLC would not be a reportable transaction** under the Hart-Scott-Rodino … if the formation of the LLC were otherwise deemed to be a reportable event. In this situation, we would assume that … of the LLC** then the formation of the LLC would not be a reportable event for purposes of the Act. The LLC organic …
Date
Rule
801.40
October 15, 1996, called writer and advised him that Corp. A through the LLC must file forcertain assets of Corp. B. The LLC must file for certain assets of Corp. B. The LLC formation is exempt under...
HSR Informal Interpretations

9610005 Informal Interpretation

… will confirm that the following transactions will not be reportable under the Hart-Scott-Rodino Antitrust … this second transaction would be exempt from the H-S-R Act reporting under 16 C.F.R. § 802.20. …
Date
Rule
802.2 (e); 802.5
Called 10/11/96. This is not exempt. The “intent” is to buy and run a casino. A is not acquiring the building “solely” for the purpose of being a landlord. Its intent is to own and operate a...
HSR Informal Interpretations

9610004 Informal Interpretation

… of yesterday with (redacted) of our firm concerning the reporting requirements under the Hart-Scott-Rodino Premerger … as a result of the transaction. Accordingly, the only reporting persons are B as the acquiring person and A as the …
Date
Rule
801.2(d)(l)(ii); 801.2(d)(ii); 803.2(c)
10/8/96 - Called writer and advised that filing should be made as noted in the letter. (The PMN Office has given this advice in similar fact situations in the past per Patrick Sharpe). At top of page...
HSR Informal Interpretations

9610002 Informal Interpretation

… Avenue, NW Washington, D.C. 20580             Re:      HSR Reportability of Limited Liability Company Formation Dear … the formation of a limited liability company (“LLC”) is reportable under the Hart-Scott-Rodino Antitrust … unincorporated. Thus, whether the formation of an LLC is a reportable event depends on whether the LLC members receive …
Date
Rule
801.40 (LLC formation)
10/7/96- Advised writer that I agreed with her conclusions and analysis except for the analysis in the penultimate paragraph of the letter. Here, 801.40 requires that two forming persons of the LLC...
HSR Informal Interpretations

9610001 Informal Interpretation

… of dissolution. The formation of (redacted) was also not reportable. See, 52 Fed. Reg. 20061 (May 29, 1987). In …
Date
Rule
802.20(a); 801.10(b) (partners purchase of other partners interest)
10/3/96 - Writer confirmed that purchase price in 4th line on pg.2 included assumption of liabilities. Last line in 2nd par. on pg.2 refers to 801.13 asset aggregations purchase. Since "option" is for...
HSR Informal Interpretations

9610012 Informal Interpretation

… facts, you agreed with our analysis that a Notification and Report Form relating to the acquisition of the business … a future date will require a separate analysis as to its reportability. Thank you very much for taking the time to …
Date
Rule
801.1; PMM #94; 1-25-96 letter to A.V.
Mere power to nominate would not constitute an acquisition of voting securities. In this case Company B can only nominate and cannot appoint a director whereas in No. 94 the person obtained a...
HSR Informal Interpretations

9609007 Informal Interpretation

… as the ultimate parent of the LLC filed a notification and report form and observed the waiting period. The other … respect to which my client also filed a notification and report form and observed the waiting period. In sum, all of … Office was that this transaction would not be deemed a reportable transaction. As always, thank you for your …
Date
Rule
801.10, 801.1(c)(8) - LLC Intraperson transaction.
I concur. The 60% owner (also UPE) of the LLC already filed for the very same assets last year. The assets of the LLC are the same. No new assets have been added. Called (redacted)9/26/96 PS. RS...
HSR Informal Interpretations

9609003 Informal Interpretation

… will confirm that the following transaction will not be reportable under the Hart-Scott-Rodino Antitrust … we also discussed, the formation of joint ventures is only reportable if the joint venture will operate as a … membership units in JV, the transaction would not be reportable under 15 U.S.C. 18a. * * * Please let me know as …
Date
Rule
801.40
Called (redacted) 9/13/96 - I concur with this letter. PS
Displaying 1821 - 1840 of 2689
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