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 221 - 240 of 4404
Date
Rule
802.21
You are correct that at least one share must be retained. Shares immediately sold under T+2 do not count as acquisitions.
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(107.63 KB)
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Rule
Item 4(c) and 4(d)
Your take on our published guidance may be a bit too broad, insofar as we do allow some documents to be excluded if they were created specifically for a potential buyer that is not a current party to...
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(121.52 KB)
Date
Rule
801.13
Yes, you must aggregate when Buyer enters an agreement to acquire 100% of the non-corporate interests of four LLCs that are all within the same acquired person.
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(83.64 KB)
Date
Rule
803.11
Yes, you can change your request for ET (by asking for it or withdrawing it). An email is fine, please send the email to the PNO person who reviewed the filing and copy the addresses above (premerger...
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(75.95 KB)
Date
Rule
Item 2 and Item 3
Yes, our guidance states that size of transaction can be expressed in a range as long as it does not straddle a filing fee threshold.
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(101.95 KB)
Date
Rule
801.30, 801.2
We view this as an acquisition of B by A with backside acquisitions of A by the B shareholders. Since the agreement is signed by both A and B, it should not be treated as an 801.30 transaction.
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(106.82 KB)
Date
Rule
7A, 15 U.S.C. 18a(h)
HSR filings are exempt from public disclosure by the Clayton Act, Sec. 7A, 15 U.S.C. 18a(h). Other than the early termination notices , the Premerger Office and the Antitrust Division’s Premerger Unit...
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(106.06 KB)
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Rule
Item 4(c)
These facts do not demonstrate definitively that the document was not used to evaluate or analyze the acquisition. The filer will need to determine if the document was used for such a purpose.
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(71.16 KB)
Date
Rule
802.9
In all instances involving acquisitions solely for the purpose of investment, the burden is on the investor to demonstrate that its intent is truly passive, e.g., that it has no intention of...
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(78.01 KB)
Date
Rule
801.1
We agree with your analysis.
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(74.05 KB)
Date
Rule
801.1
Please review informal 1301002 . If the Trust Protector’s role in this case is analogous to that informal, the Trust Protector would not be the UPE. As for the Grantor, if the Grantor is only able to...
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(76.44 KB)
Date
Rule
Item 7(c)(iv)
1: Confirmed 2: If reporting an overlap in 532412, follow the instructions in Item 7(c)(iv)(b) when providing geographic information in response to Item 7(c) of the form. You can ignore Item 7(c)(iv)...
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(111.04 KB)
Date
Rule
801.10
Yes, if the debt is the target's.
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(79.17 KB)
Date
Rule
801.12
Assuming that all Series A Preferred Stock holders vote for two directors, we agree with your analysis. The fact that those directors need to receive 75% of the vote, rather than a simple majority...
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(107.58 KB)
Date
Rule
802.51
You will need to make the call as to whether your facts support a conclusion that the issuer does not have its principal offices in the United States
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(84.11 KB)
Displaying 221 - 240 of 4404