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HSR Informal Interpretations

9606001 Informal Interpretation

… of Company A and Company B will not be engaging in a reportable transaction because they either do not meet the …
Date
Rule
801.40
June 5, 1996, writer was advised that anyone receiving a reportable amount of voting stock (over $15MM) of NEWCO will be required to file. Writer was also instructed on how to report the contributions...
HSR Informal Interpretations

9606003 Informal Interpretation

… FRB requirement that the Transaction must be specifically reported to the FRB within a maximum of 60 days, as well as in the annual report submitted to the FRB by all bank holding companies, … established by regulation, is subject to regulatory reporting and review. Hence, it is clear that the …
Date
Rule
7A(c)(8)
Confirmed that based on the facts presented that the acquisition in question has beenapproved by the Fed Reserve Board by regulation, the proposed transaction is exemptunder 7A(c)(8) of the Clayton...
HSR Informal Interpretations

9606007 Informal Interpretation

… that the formations of these two entities will not be a reportable transaction under the Hart-Scott-Rodino Antitrust … has long been that the formation of a partnership is not a reportable event. Therefore, the creation of the LLP would … and thus the formation of such an entity is not a reportable event under the Act.             The LLC is …
Date
Rule
LLC formation
None
HSR Informal Interpretations

9606009 Informal Interpretation

… my understanding that this transaction would not be deemed reportable under 16 C.F.R. § 802.2(c), which exempts the … in any way misunderstood your guidance regarding the nonreportability of this transaction. As always, I appreciate …
Date
Rule
802.2(c)
I called the author on 6/28 and indicated that under these particular set of facts the 802.2(c) exemption applied. If, however, the facility contained specialized fixtures that could only accommodate...
HSR Informal Interpretations

9606010 Informal Interpretation

… D.C. 20580             Re:      Hart-Scott-Rodino Reportability of                         Start-Up Limited … corporate customers of Manufacturer, each of which is a reporting company for purposes of the Securities Exchange … that, on the basis of these facts, the transaction is not reportable under the Hart-Scott-Rodino Antitrust …
Date
Rule
801.40, LLC formation
Advised requestor that based on the facts presented the formation of the LLC is not reportable as the formation of a corporate jv. Advice is based on the fact that the LLC’s members are corporations...
HSR Informal Interpretations

9605002 Informal Interpretation

… corporation that has no voting securities is not reportable under 16 C.F.R. 801.40 because there are no …
Date
Rule
802.4; 801.40; 801.1(c)(8)
5/13/96 Advised writer that transfer of assets from Hospital to New Hospital A by System, which is a health care system with other hospitals and activities, and assets from Hospital B to New Hospital...
HSR Informal Interpretations

9605012 Informal Interpretation

… N.W. Washington, D.C. 20580   Re:      Hart-Scott-Rodino Reporting Requirements: Size-of-Person Test Dear Mr. Sharpe: … concerning the applicability of the Hart-Scott-Rodino reporting requirements to a particular voting stock … our telephone conversation, the transaction at issue is not reportable because the acquiring person does not meet the …
Date
Rule
801.1(c); 801.11
called (redacted)-- basically concur with letter. PS 5/3/96. RS concurs
HSR Informal Interpretations

9605001 Informal Interpretation

… The parties do not believe that the proposed transaction is reportable under the Hart-Scott-Rodino Antitrust … parties believe that the formation of Newco would not be reportable under the HSR Act because it would constitute the … views the formation of not-for-profit joint ventures as non-reportable transactions through the relationship between 16 …
Date
Rule
801.40; 802.40
Called the writer and told him that the formation of Newco is not a reportable eventprimarily because there is no acquisition. No assets are being transferred to Newco. We did not reach the issue of...
HSR Informal Interpretations

9605003 Informal Interpretation

… of the partnership described below is exempt from the reporting requirements of the Hart-Scott-Rodino Antitrust … an otherwise exempt formation of the Partnership into a reportable event. Because Companies A and B intend to rely …
Date
Rule
Partnership formation
None.
HSR Informal Interpretations

9605007 Informal Interpretation

… Re:      Request for FTC Staff Confirmation Regarding  “Non-Reportablility” of Proposed Transaction Dear Mr. Sharpe: … The transaction involves two potentially reportable acquisitions: (1) the formation of the LLC; and … of person” test, the formation transaction would not be reportable for the following reasons: (1) the LLC will not …
Date
Rule
801.1(b); 801.11(e); 802.2(h)
Based on the facts there are no reporting obligations for the parties involved in these transactions. Called (redacted) 5-23-96. PS
HSR Informal Interpretations

9605008 Informal Interpretation

… set forth in such letter (the Transaction) is not reportable under the Hart-Scott-Rodino Antitrust … limited liability company members, the Transaction is not reportable. If the foregoing summary of our telephone …
Date
Rule
Formation of LLC
See staff correction to letter.
HSR Informal Interpretations

9605010 Informal Interpretation

… Washington, D.C. 20580 Re: Confirmation Regarding Non-Reportability of Proposed Transaction Dear Mr. Sharpe: Thank … described in my letter to you dated May 21, 1996 would be reportable under the Hart-Scott-Rodino Antitrust … the LLCs subsequent acquisition of the (redacted) would be reportable. I understand that the letter will be placed in …
Date
Rule
801.1(b); 801.11(e); 802.2(h)
None. (Letter follows up 9605007)
HSR Informal Interpretations

9605013 Informal Interpretation

… premises, that certain upcoming transactions will not be reportable under the Hart-Scott-Rodino law. XYZ L.P. is a … to confirm that the contemplated transactions are not reportable for the following reasons: The transfer of assets … by Dad to a partnership controlled by Dad could be reportable). The cancellation of the royalty agreement …
Date
Rule
801.11
The size-of-person test is based on the last regularly prepared balance sheet if not over 15 months old. Facts of letter indicate that size tests are not met.
HSR Informal Interpretations

9605005 Informal Interpretation

… 15 U.S.C. 18A(d) (the “Act”), the above transaction is not reportable by (redacted). This remains true, in our view, … you concur in our determination that the transaction is not reportable by (redacted). I would also appreciate hearing … you as soon as possible, since if the transaction must be reported, (redacted) must do so immediately, in order to …
Date
Rule
802.20; 801.10(a)(2)
Based on all of the facts, you have made the determination that it is not reportable. (Assuming the size-of-person test is met). I concur that this transaction is exempt by (redacted) under Section...
HSR Informal Interpretations

9604004 Informal Interpretation

… the foregoing, there would appear to be four potentially reportable transactions: 1. The merger between B-1 and As … thereby, no part of the proposed transaction will be reportable. The transaction in the fourth category, A … with interests in the partnership B-LP, is necessarily non-reportable because as discussed above, B does not hold more …
Date
Rule
802.2; 7A(c)(2); 802.5(b)(iv)
4/26/96 Advised co-counsel to writer that cash held by A, regardless of its source, is an exempt asset. However, assets of A used to manage properties of others are not exempt under 802.5(b)(iv) and...
HSR Informal Interpretations

9604005 Informal Interpretation

… HSR purposes. First, the formation of Newco is potentially reportable under HSR Rule 801.40. Second, the acquisition by Newco of the stock of Target is potentially reportable under standard HSR analysis. In order for a given transaction to be reportable, two distinct HSR tests (the size-of-parties test …
Date
Rule
801.40; 801.11(e)
4/18/96 - Transactions are exempt as noted.
HSR Informal Interpretations

9604001 Informal Interpretation

… Ave., N.W. Washington, D.C. 20580 Re: Hart-Scott-Rodino Reporting Requirements for Limited Liability Corporations … directors or employees of the joint venturers is not reportable. I further understand that the formation of a … venture in the form of a LLC might be Hart-Scott-Rodino reportable if one or more outside directors were appointed …
Date
Rule
801.40
Formation of a LLC where governing body is limited to employees, officers ordirectors of forming persons is not reportable since not taking back voting stock butare forming a partnership. See also 6-9...
HSR Informal Interpretations

9604009 Informal Interpretation

… corporation, is required to file an HSR Notification and Report Form, and if a filing is required to be made, how to complete various portions of the Report Form. These are the basic terms of the proposed … I may have additional questions on particular parts of the report form. However, I will hold these questions aside …
Date
Rule
801.40; 802.50; 802.51
US Corp is required to file.
Displaying 1861 - 1880 of 2689
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