Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.
Displaying 1 - 20 of 4404
Date
Rule
802.1, 802.5
The acquisition of the advisor would only be exempt if the advisor only provides services to REITs within the same Person. If that is not assured, we recommend filing.
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(305.86 KB)
Date
Rule
802.2(g)
We agree your analysis, except for water rights. If they are being separately acquired (i.e., the rights need not run with the land and are separately acquired), then 802.2(g) would not apply. “Assets...
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(140.42 KB)
Date
Rule
802.63, 801.10
We agree that the real property and equipment that is subject to the lease financing would be exempt under 802.63. However, any assets that are not subject to the lease financing and are not otherwise...
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(204.97 KB)
Date
Rule
801.1
What you suggest is fine.
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(73 KB)
Date
Rule
801.11, Item 4(b)
If these are how the financials are made in ordinary course, then this is fine.Yes, you can stipulate that the UPE meets the SOP test.Yes, each UPE can submit its own form.
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(91.72 KB)
Date
Rule
801.1
We agree with your analysis.
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(157.67 KB)
Date
Rule
7A(c)(10)
We agree that 7A(c)(10) applies to Investor 1.
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(131.1 KB)
Date
Rule
Item 4
Yes, you may redact under the circumstances described.
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(113.19 KB)
Date
Rule
802.50
We agree with your conclusion.
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(129.72 KB)
Date
Rule
802.2
As long as the leased property is not adjacent to or used in conjunction with real property that is not unproductive real property and is included in the acquisition, we agree.
File
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(204.12 KB)
Date
Rule
802.51
You have to look at assets/sales of the acquired and acquiring person at closing. If you think there is a credible chance that the exemption will not apply by closing, you should file to be safe or...
File
Original Image
(131.95 KB)
Date
Rule
802.50, 801.10
Your analysis is accurate. However, for goodwill we have a more recent interpretation, see the link below. Please use this guidance for allocating goodwill.https://www.ftc.gov/enforcement/premerger...
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(272.81 KB)
Date
Rule
801.1
Agree with your instinct on both points.
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(240.56 KB)
Date
Rule
Item 3(b)
We are looking for non-competes that constrain the seller post-acquisition, so it doesn’t appear you need to produce these.
File
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(96.51 KB)
Date
Rule
802.51
In your fact pattern, control is determined by the percentage of voting securities that is held.
File
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(123.53 KB)
Date
Rule
801.20
As you are in possession of all the facts related to this analysis, you will have to make the call on instrumentality and be prepared to defend it if the agency investigates. We note that we think it...
File
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(266.74 KB)
Date
Rule
Item 5(a)
Report in Item 5a revenues from services rendered in the US, as well as revenues from any US establishment that booked those services. Report the entire year’s revenues for the entity acquired in 2020...
File
Original Image
(131.48 KB)