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 281 - 300 of 4404
Date
Rule
Item 3
[Redacted], Yes, we’d consider these to be “other agreements between the parties,” so they should be included.
File
Original
(106.33 KB)
Date
Rule
801.12
You look at the votes for director and B is its own UPE.
File
Original
(79.7 KB)
Date
Rule
803.7
The PNO has been asked this question before, and the unequivocal response has been that two filings for the same transaction may not be simultaneously active. The one year limitation in 803.7 is, in...
File
Original
(84.65 KB)
Date
Rule
801.1(1), Item 5, Item 6, Item 7, Item 8
Entity Z is no longer within Company X for HSR purposes.
File
Original
(109.28 KB)
Date
Rule
7A(c)(10)
We agree no filing is required here.
File
Original
(79.82 KB)
Date
Rule
Item 7
It refers to physical locations, though many filers include both physical locations as well as the location of customers, and we are fine with that, too.
File
Original
(90.47 KB)
Date
Rule
Form Item 8
No need to list all the individual sellers. Just list the target.
File
Original
(101.16 KB)
Date
Rule
Form Items 4(c) and 4(d)
We consider these to be responsive
File
Original
(113.58 KB)
Date
Rule
801.10
The PNO will accept any calculation made on a commercially reasonable basis so long as it is made in good faith. Once an FMV calculation is made, you may not deduct any debt amount from it.
File
Original
(49.93 KB)
Date
Rule
802.2(g), 802.2(h)
The vines are not exempt (see PNPM 115). Rule 802.2(g) only covers agricultural property and assets incidental to its ownership (such as cash, prepaid taxes or insurance, rental receivables and the...
File
Original
(140.68 KB)
Date
Rule
803.9, 801.14
The two natural persons control both Company B (and its assets), and the land on which Company B operates. Therefore, we view this as a $125 million transaction. Both natural person UPEs, as acquired...
File
Original
(108.26 KB)
Date
Rule
802.2(c)
The exemption in 802.2(c) is not available for real property assets associated with billboards that have been in use in the past 12 months. Billboards are considered “non-manufacturing facilities”...
File
Original
(86.69 KB)
Date
Rule
801.30, 803.12
As long as the terms have not changed, a new notice letter is not necessary. The new affidavit can reference the original notice letter.
File
Original
(76.85 KB)
Date
Rule
Filing Fee, Form, 801.2, 803.9
(1) Since A and B are both making acquisitions, there are two potentially reportable transactions and, if reportable, two fees. (2) Yes, you are required to provide separate responses for each...
File
Original
(106.63 KB)
Date
Rule
802.21
The former UPE and current UPE of A are different acquiring persons. Different acquiring persons cannot both take advantage of 802.21. Thus, A may not continue to utilize 802.21 to acquire additional...
File
Original
(118.79 KB)
Date
Rule
801.11(e), 802.63
The vulture fund exception would preclude the use of 802.63 if the LLC is created and the debt is transferred after the announcement of an intention to file for bankruptcy. We do not see how the debt...
File
Original
(75.87 KB)
Date
Rule
Item 4(b), Item 5
If the hedge fund or partnership pays the individual interest or dividends, then that is reported in Item 5.
File
Original
(106.17 KB)
Date
Rule
Item 4(b), Item 5
If the hedge fund or partnership pays the individual interest or dividends, then that is reported in Item 5. If a natural person does not have an entity they control, they may provide a SOP...
File
Original
(105.93 KB)
Date
Rule
801.10, 803.7
Correct -you would use the 45‐day low to calculate the room you have to reach the threshold
File
Original
(102.15 KB)
Date
Rule
801.13, 801.14
The issue here is the intent to acquire 100%. It is a long‐standing PNO position that when that is the intent, even if it occurs in two steps, you must file for the value of 100%.
File
Original Image
(166.42 KB)
Displaying 281 - 300 of 4404