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HSR Informal Interpretations

9505001 Informal Interpretation

… the formation of the limited liability company would not be reportable under the Act because the size of transaction … to my earlier letters, the Acquisition would not be reportable under the Act because the limited liability … not clause (l)(ii), and the Acquisition would not be reportable. Please contact me at (redacted) to discuss …
Date
Rule
801.1(b)(1)
5/3/95 - Called writer and advised that if the LLC presently operated as it was originally formed, then the PNO Office would view the control issue as one based upon holdings of voting stock (or right...
HSR Informal Interpretations

9505006 Informal Interpretation

… our telephone discussion on May 4, 1995 concerning the reporting requirements under the Hart-Scott-Rodino Antitrust … Specifically, we discussed the exemption for otherwise reportable transactions entered into by a state government … on our discussion, it was my understanding that otherwise reportable transactions entered into by a states …
Date
Rule
7A(c)(4); 801.1
Court appointed Commission of Insurance. (of the state) is not a person and is exemptfrom filing requirements
HSR Informal Interpretations

9505016 Informal Interpretation

… situation: Two foreign corporations plan to merge in a reportable transaction. A merger agreement will be executed, …
Date
Rule
803.5; 801.3
A consensual agreement between two UPEs to merge their companies based upon awritten agreement, letter of intent, etc., is a non-801.30 transaction for which both sidesmay file their premerger report...
HSR Informal Interpretations

9504004 Informal Interpretation

… your thoughts on whether a proposed transaction is reportable under the Hart-Scott-Rodino Act. The following … estate. Issues: A) Is the first step of the transaction reportable? B) Is the second step of the transaction reportable? To assist your analysis I have included a …
Date
Rule
801.1(a)(2)
4/14/95 - Advised writer that, as long as state agency qualifies as such (and he stated that, without doubt, it did) then it would not qualify as an entity under 801.1(a)(2) and, as such, could...
HSR Informal Interpretations

9504002 Informal Interpretation

… whether your office considers a proposed transaction to be reportable under Section 7A of the Clayton Act. We do not … At issue is whether the proposed transaction is exempt from reporting under Section 7A(c)(4) of the Clayton Act or … of your analysis that the proposed transaction would be reportable if it does not qualify for one of these …
Date
Rule
Unknown
Unknown
HSR Informal Interpretations

9504007 Informal Interpretation

… of Company B would not be subject to the notification and reporting requirements of the H-S-R Act. Although the reporting threshold of 15 U.S.C. § 18a(a)(3)(B) will be met … in any way misunderstood your guidance regarding the nonreportability of this transaction. As always, I appreciate …
Date
Rule
802.4
No Comments
HSR Informal Interpretations

9503024 Informal Interpretation

… of REIT B by current holders of REIT A potentially is reportable but we do not believe that any single shareholder … of REIT B by current holders of REIT A potentially is reportable but we do not believe that any single shareholder …
Date
Rule
7A(c)(1)[REIT]
3/28/95-Called writer and advised that (illegible) REIT was acquiring person (and (illegible)) for both (illegible) REIT and its controlled partnership, the 7A(c)(1) exemption would apply and no HSR...
HSR Informal Interpretations

9503022 Informal Interpretation

… of the Department of Justice have received Notification and Report Forms concerning the proposed acquisition by … of The (redacted) from (redacted). This transaction is non-reportable (redacted) purchases from a state government …
Date
Rule
None noted
3/27/95-Called writer and, based on the facts in the 3/23/95 and 1/17/95 letters, advised that the size-of-transaction test not appeared to be met and, therefore, no HSR filing is required.
HSR Informal Interpretations

9503018 Informal Interpretation

… a spin-off of such subsidiary by its parent corporation is reportable under the Hart-Scott-Rodino Antitrust …
Date
Rule
802.10
3/21/95- Advised writer that his letter represents the present position of the PMN Office concerning distribution of the voting stock of wholly-owned subsidiaries by the parent to its (the parents)...
HSR Informal Interpretations

9503017 Informal Interpretation

… It seems to us that the three transactions are not reportable. Two of them do not cross the size-of-the-parties … each involving an acquisition of voting securities. None is reportable because none crosses the size-of-the-transaction …
Date
Rule
Partnership Interests 801.1(f)(1)
3/20 The transaction is viewed as both as asset and vs deal. If either is reportable, then a filing must be made. The acquiring corp will end up w/ all the partnerships (redacted) &, thus, the assets...
HSR Informal Interpretations

9503002 Informal Interpretation

… separately, each of these steps would be exempt from any reporting requirements under the HSR Act. The first two … not chosen as a “device” for the avoidance of any HSR Act reporting requirements - the underlying “substance” of the … inform me of the view of the Office regarding the HSR Act reportability of the transactions described above. I would …
Date
Rule
801.40; 802.51(b)
3/13/95 - Called writer and advised that, in view of PMN office, A would have a filing obligation for the taking of control of a foreign issuer. The facts here, in our view, demonstrate that an 801.40...
HSR Informal Interpretations

9503006 Informal Interpretation

… that in the staffs view the following transaction is not reportable under the Hart-Scott-Rodino Antitrust … balance sheet, respectively, that the transaction is not reportable under the HSR Act. We would appreciate receiving …
Date
Rule
801.11
3/10/95-Advised caller that the Corporate Partner must bring up the Sellers balance sheet and financial statement (in their entirety, and not just 99% thereof) and add them to its own (excluding the...
HSR Informal Interpretations

9502010 Informal Interpretation

… concerning the applicability of the Hart-Scott-Rodino reporting requirements to a particular technology licensing … Improvements Act (the Act), thereby invoking the Acts reporting and waiting requirements. Given the particular set … you determined that the arrangement at issue was not reportable under the Act. During our conversation, …
Date
Rule
802.20; 7A(a)(3)(B)
3/8/95-Called writer and advised that the PMN Office agreed with the conclusion that the license (redacted) was an exclusive marketing or distribution grant and, since the grantor retained the right...
HSR Informal Interpretations

9502013 Informal Interpretation

… set forth above, you concluded that B does not have to report as an acquiring person under Hart-Scott-Rodino … control the Partnership, and consequently, does not have a reporting obligation under Hart-Scott-Rodino. A controls the partnership, however, and may have a reporting obligation if it meets the size-of-person test. …
Date
Rule
801.1(b)
3/8/95-Called writer and advised that the PMN Office agreed with the conclusion on control of the partnership (redacted) set forth in this letter
HSR Informal Interpretations

9503020 Informal Interpretation

… therefore required to submit a Premerger Notification and Report Form (the “ Form ”) and wait the applicable waiting … assumed which would affect the value of the transaction for reporting purposes. This letter serves to confirm our … upon those representations that the transactions are not reportable because the requirements of the Act are not met …
Date
Rule
None noted
None noted
HSR Informal Interpretations

9503023 Informal Interpretation

… would not advance any of them to anywhere near the next reporting threshold.             There are two individuals … 16 C.F.R. § 802.9 when X has carried out a potentially reportable restructuring or rights offering in the past. … Thus, such shareholders would in all likelihood not face a reporting obligation with respect to the Distribution, …
Date
Rule
§ 7A(c)(10); 802.10
Told acquisition that under the facts of this case, in which the performed holders more 27% of the outstanding voting securities, the pro (illegible) distribution to the holders of common stock is...
Displaying 1981 - 2000 of 2689
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