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HSR Informal Interpretations

9507004 Informal Interpretation

… Avenue, NW, Room 303 Washing ton, D.C. 20580 Re: Reportability of Licensing Transaction Dear Mr. Smith: I am … grants exclusive trademark rights, and that in order to be reportable those exclusive rights would need to … asset. Therefore, that component of the transaction is not reportable. Second, you stated that the mailing list …
Date
Rule
801.10(b) and (c)
7/20/95 - PMNs decision on Primary Trademark license was based on two factors: the use of the trademark was based on exclusive use in distribution through certain Direct Marketing Channels and the...
HSR Informal Interpretations

9507006 Informal Interpretation

… our discussions of July 12, 1995 with respect to whether a reportable event will occur in the formation of a limited … It is my understand that based on these facts, no reportable event will occur and that (redacted) and …
Date
Rule
801.40
7/17/95 - Called writer and advised that no voting stock was coming back from the formation of this LLC and thus no HSR report was required under 801.40
HSR Informal Interpretations

9506013 Informal Interpretation

… The parties do not believe that the proposed transaction is reportable under the Hart-Scott-Rodino Antitrust … view that the proposed transactions described above are not reportable under the Act, but desire to have their …
Date
Rule
802.41; 801.40
7/14/95 - Advised writer that it is the view of the PNO Office that the formations of non-profits Newco I and Newco II are exempt from the reporting requirements under 802.41 since they do not issue...
HSR Informal Interpretations

9507003 Informal Interpretation

… an attorney in this office, about the applicability of the reporting requirements of the Hart-Scott-Rodino Act (the … requirements of the Act must file a Premerger Notification Report (the “Notification”). See Section 7A of the Clayton … by Newco of (redacted) and (redacted) to be subject to the reporting and notification requirements of the Act. …
Date
Rule
802.41; 801.41; 801.1(c)
7/12/95 - Called writer’s assistant and advised that I agreed with conclusion that the fact situation described did not require any HSR filing.
HSR Informal Interpretations

9507001 Informal Interpretation

… 20580             Re:      Request for Exemption from the Report and Wait Requirements of the Hart-Scott-Rodino … Regulations.             Section 7A(c)(10) exempts from the report and wait requirements of the Act:   acquisitions of … we believe the transaction should be exempt from the report and wait requirements of the Act for the following …
Date
Rule
7A(c)(1); 7A(c)(10); 802.30; 802.10; 802.1
The incorporation of a trust and issuance of voting securities to the former trust certificate holders is not exempt under 7A(c)(10) and therefore, may give rise to a reportable transaction. A trust...
HSR Informal Interpretations

9507011 Informal Interpretation

… conversation on Friday July 28, 1995 regarding the reportability of the following transaction under the … transaction tests will be met and that the merger will be reported under the H-S-R Act. Company B is its own ultimate … above, only the merger of NEWCO and Company B would be reportable under the H-S-R Act. First, Company A is not …
Date
Rule
801.40
Mere nomination of candidate to a board of directors to be voted upon by third persons is not an acquisition by itself.
HSR Informal Interpretations

9506012 Informal Interpretation

… in the immediate future. The B/C acquisition would be reportable and there is an overlap between Company B and …
Date
Rule
803.7
Called (redacted) 6-29-95. I agree with the content of the letter. A fee is required in second scenario. RS concurs. Note #1 - Correct with A as the UPE of B now acquiring C. Note #2 - Fee is required...
HSR Informal Interpretations

9506005 Informal Interpretation

… they are not “assets” within the meaning of the premerger reporting scheme.             You agreed with me that, on … Interpretation 49 are being acquired and hence no premerger report need be filed.             Thank you for your prompt …
Date
Rule
801.2
6/29/95 - Called writer’s office and advise that a filing must be made for A’s purchase of non-exclusive patent rights held by B. A is eliminating only competitor and, even though acquiring a non...
HSR Informal Interpretations

9506001 Informal Interpretation

… either Transaction I or the subsequent capital contribution reportable. If there is, however, a subsequent transaction …
Date
Rule
802.1
Called (redacted) 6/21/95 left voice mail. Called again 6/28/95. I concur with conclusions Revised letter received 6/27/95 left voice mail. I concur with conclusions. Except #1 on page 2 is in error...
HSR Informal Interpretations

9506007 Informal Interpretation

… liability company described below (the LLC) is not a reportable event under the Hart-Scott-Rodino Antitrust … be that the formation of the above-described LLC is not a reportable event. It was your view that given the governance …
Date
Rule
801.40
6/21/95 - Advised writer that under facts presented here, the LLC formation was not reportable under 801.40.
HSR Informal Interpretations

9506010 Informal Interpretation

… liability company described below (the LLC) is not a reportable event under the Hart-Scott-Rodino Antitrust … be that the formation of the above-described LLC is not a reportable event provided that the individuals serving on …
Date
Rule
801.40
6/21/95 Advised writer that under facts presented here, the LLC formation was not reportable under 801.40. RB Smith
HSR Informal Interpretations

9506003 Informal Interpretation

… assets by each of A and B, would not be subject to the Acts reporting requirements. Second, I described a bona fide LLC … assets by each of A and B, would not be subject to the Acts reporting requirements, because the LLCs ownership interests … You advised that the transaction would remain nonreportable even if the LLC had plans to hire an outside …
Date
Rule
801.40
6/12/95 Called writer and advised that I was in agreement with the partnership and LLC conclusions set forth in her letter.
HSR Informal Interpretations

9501009 Informal Interpretation

… our telephone conversation of June 5, 1995, regarding the reportability of the limited liability company (LLC) … that the formation of the above-described LLC would not be reportable under the Hart-Scott-Rodino Act. In particular, …
Date
Rule
801.40 (LLC)
6/7/95-Advised writer that his conclusion was correct that the function of the subject LLC would not be reportable under 801.40 of the HSR rules.
HSR Informal Interpretations

9505014 Informal Interpretation

… Limited Liability Company (LLC) as described below is not a reportable event under the Hart-Scott-Rodino Antitrust … be that the formation of the above-described LLC is not a reportable event because the LLC Members are not obtaining …
Date
Rule
801.40; 801.1(f)(i)
5/30/95 - Advised writer that his conclusion was correct and in keeping with the views ofthe PMN Office. RBSmith
HSR Informal Interpretations

9505011 Informal Interpretation

… satisfied. Bs acquisition of Newco shares is potentially reportable if Bs contribution of assets should be aggregated …
Date
Rule
801.40; 801.10(a)(2)
5/24/95. Advised writer the B must make a good faith determination of its pledge, which I concluded was part of the acquisition price for Newcos non-publicly traded voting stock. If such estimate...
HSR Informal Interpretations

9505008 Informal Interpretation

… If you agree that under these facts the Transaction is not reportable, we would appreciate receiving written …
Date
Rule
801.40
5/19/95 Called the writer to say that we agree with his analysis with two exceptions -An LLC is considered analogous to a partnership if one or more members manage it through their directors, officers...
HSR Informal Interpretations

9505007 Informal Interpretation

… on April 19, 1995, over the telephone concerning the nonreportability under the Hart-Scott-Rodino Antitrust … letter does not accurately reflect your advice as to the nonreportability of the proposed transaction described above, …
Date
Rule
801.1(c)(4); 7A(c)(1)
5/17/95 - Writer confirmed that the transaction is purely financial in nature. Lease and beneficial ownership of plane (subject to lease) are going to new purchase. Agreed that transaction is exempt...
HSR Informal Interpretations

9505004 Informal Interpretation

… 20580 Re: Eligibility For Exemption From  Hart-Scott-Rodino Reporting Requirements Dear Dick: This letter is to confirm … 1994, it engaged in twelve such sales, none of which were reportable under Hart-Scott-Rodino because they did not … am advising my client that the proposed transaction is not reportable under the Hart-Scott-Rodino Act. If you believe …
Date
Rule
7A(c)(1)
5/9/95 - The writer confirmed that the Seller has not organized the mortgage rights being sold here into any sort of a division or divisional concept. I advised that the sale would be exempt from HSR...
Displaying 1961 - 1980 of 2689
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