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HSR Informal Interpretations

9604010 Informal Interpretation

… Avenue, N.W. Washington, D.C. 20580 Re: Hart-Scott-Rodino Reportability of (redacted) Transaction Dear John: We … (redacted) (B). We do not believe that the transaction is reportable under the Hart-Scott-Rodino Antitrust … believe that, given these facts, the transaction is not reportable under the Hart-Scott-Rodino Act. Once you have …
Date
Rule
7A(a)
Confirmed that it is proper to view this transaction as an acquisition by A of the assetsof B, since A will control the Board of Newco at the time of acquisition with the powerto appoint 13 of 18 of...
HSR Informal Interpretations

9603015 Informal Interpretation

… the application of the exemption from Hart-Scott-Rodino reporting requirements for the establishment of lease …
Date
Rule
802.63
3/29/96 - Called writer and advised that transfers of assets by A and B to C, a financialinstitution, with a lease financing arrangement then being entered into between A and C(but not B) still could...
Federal Register Notice

Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 and 802

… Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 and 802 Federal Register Notice Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 … 960328premergernotification.pdf … Premerger Notification; Reporting and Waiting Period Requirements - 16 CFR Parts 801 …
Date
HSR Informal Interpretations

9605011 Informal Interpretation

… conversation that the following transaction will not be reportable under the Hart-Scott-Rodino Antitrust … interpretation of the Hart-Scott-Rodino Act and the non-reportability of this transaction. As always, I appreciate …
Date
Rule
801.10(c)
called (redacted) 3/24/96. I concur with your assessment. PS
HSR Informal Interpretations

9603008 Informal Interpretation

… not previously held and therefore does not constitute a reportable acquisition under the HSRA. I appreciate your …
Date
Rule
801.1(b)(2)
3/20/96 - Advised writer that a filing will be required. While (redacted) X may ineffect, control the two non-profits due to deference to his position by others at a lowerlevel in the (redacted), he...
HSR Informal Interpretations

9603013 Informal Interpretation

… the formation of a limited liability company would not be a reportable transaction under the Hart-Scott-Rodino Antitrust …
Date
Rule
801.40 (LLC formation)
3/19/96- Advised writers assistant that no filing was required under rule 801.40 for theformation of the LLC since no voting stock would be acquired by the participantsbased on the appointment of...
HSR Informal Interpretations

9603005 Informal Interpretation

… acquisition in item 2(a) of the Premerger Notification and Report Form, and that the hospitals should be included within Corporation A for reporting purposes.             We also discussed whether … A could file a single Premerger Notification and Report Form covering the entire transaction. After …
Date
Rule
801.2(d); 801.10(b); 801.1(b); 801.1(c)(8)
3/8/96 - Called writer and advised that I agreed with the filing procedures outlined in his letter. RBSmith
HSR Informal Interpretations

9603004 Informal Interpretation

… as the merger of A and B. Neither A1 nor AB would have a reporting obligation as an acquiring person because the … 802.30 would apply. Under this exemption, a person need not report its acquisition of voting securities or assets if … and AB. I understand that the only entities with a possible reporting obligation as acquiring persons are the …
Date
Rule
801.40; 801.2; 802.9; 802.30
3/7/96 - Advised writer that only possible reportable event is taking of AB shares by former public shareholders, which hold 20% of B. If each such shareholder will take 10% or less of AB's voting...
HSR Informal Interpretations

9603001 Informal Interpretation

… in nonstock corporations as asset acquisitions for report form and valuation purposes. Furthermore, you … in a nonstock, nonprofit corporation is only be (sic) reportable if the parties meet the size of the parties test …
Date
Rule
801.2(d); 802.20(a)
3/6/96 - Advised writer that, in paragraph two above, the advice given is that of an informal interpretation by the Premerger Office, which is not binding on the Commission or the Department of...
HSR Informal Interpretations

9603002 Informal Interpretation

… - -see pdf file ] After [Diagram - - - -see pdf file ] Is a report required for either step in the transaction? [** …
Date
Rule
802.1 (c)(1)
[redacted] confirmed that B, a bank, routinely makes acquisitions similar to this one. This transaction is exempt in the ordinary course of business. 802.1-c-1. Called [redacted] 3/4/96. PS. RS...
HSR Informal Interpretations

9602018 Informal Interpretation

… of February 23, 1996, regarding the notification and reporting requirements in connection with the possible … of an interest in the LLC by the members) would not be a reportable transaction under the Hart-Scott-Rodino Antitrust … and thus the formation of such entity is not a potentially reportable event under the Act. The transaction we discussed …
Date
Rule
801.40 (LLC formation)
2/27/96 - Writer advises that in first full paragraph above, the Member Representatives will be employees of Corp. A and Corp. B. Advised that formation is non-reportable and that transfer of...
HSR Informal Interpretations

9602010 Informal Interpretation

… I corresponded with you during January with respect to the reportability of a transaction first described in a January … that may have some impact on your assessment of the non-reportability of the transaction. For your convenience, I … letters confirming your advice that the transaction was not reportable. In addition to the facts contained in the …
Date
Rule
801.10; Formation of LLC
The formation of the LLC is not reportable. However, the intermediate step of client, through Newco sub, acquiring assets of target for an acquisition price of $15.2 MM is potentially reportable--...
HSR Informal Interpretations

9601014 Informal Interpretation

… applicable and we are directed to Rule 801.40 regarding the reportability of formations of joint ventures. However, for … applicable. Consequently, this proposed transaction is not reportable. Alternatively, we understand from our … dollar value of Rule 802.20 and therefore exempt from reporting under this alternative reasoning(??) Please call …
Date
Rule
802.40; 801.40
2/13/96- Advised writer that formation of Newco was non-reportable because no voting stock was being acquired as a result of its formation. RB Smith
HSR Informal Interpretations

9602005 Informal Interpretation

… the seller would be obligated to file a Notification and Report Form for Certain Mergers and Acquisitions pursuant to … transaction would have to file a premerger notification and report form even though none may ultimately be required. … described above without filing a premerger notification and report form and the observance of the waiting period …
Date
Rule
801.10
2/9- No! Escrow arrangement does not negate need for market price calculation pursuant to 801.10 and fair market value determination of the assets. RS concurs.
Displaying 1881 - 1900 of 2689
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