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 361 - 380 of 4450
Date
Rule
801.13, 801.14
Thank you for writing this out. We view these steps a part of a single transaction, for $95MM. Therefore, a filing would be required before any of them proceed.
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Date
Rule
801.13, 801.14
A should aggregate the total purchase price for LLC Y.
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Date
Rule
801.2(f)(3)
Informal 1010002 describes a system in which Company appoints all twelve of Target’s Board of Directors. It does not matter that Company appoints nine of the twelve from a pool recommended by Target’s...
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(78.07 KB)
Date
Rule
801.13, 801.14
Buyer only needs to make one filing for the acquisition of Company A, but the size of transaction should be for 100%, not 75%, of Company A. Please explain the structure of the transaction in Item 3(a...
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Date
Rule
802.21, 801.10, Item 4
It would be calendar day prior. When the market closes would not change this.
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Date
Rule
801.1(b), 801.2
1. A can file as the UPE of LP (see Int. 232) 2. If A and B don’t know who will control LP, each would have to submit a filing, and there would be two fees
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(100.87 KB)
Date
Rule
801.10, 802.4, 802.50, 802.51
The data are inextricably linked to the value of both the foreign and US IP. Therefore, we think that a reasonable valuation of the US assets should include the value of any data or other intangible...
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(182.77 KB)
Date
Rule
801.10
You do understand the clarification correctly.
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Date
Rule
Item 7(c)(iv)
Then yes, the establishments are where the revenue generating operations are conducted, not where the customers are
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(89.4 KB)
Date
Rule
Item 3(b)
On non ‐ competes ‐‐ 1. We are fine with not receiving non ‐ competes that are in the form of a continuing employment agreement and the acquired person is not a party to said agreement. 2. Situations...
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(75.1 KB)
Date
Rule
801.11
We agree with your analysis
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(69.4 KB)
Date
Rule
Item 4(b)
A stipulation is fine, and you can do that right in Item 4(b), rather than an endnote. You are welcome to send the financials, though.
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(55.98 KB)
Date
Rule
803.10
The same rule applies for all transactions; 801.30s are not treated differently – if either party asks for ET, it can be granted.
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(57.58 KB)
Date
Rule
802.21
We agree with your analysis. The exemption under 802.21 is issuer specific. Under the facts you lay out, Core Company is replacing Company for purposes of this rule, and therefore a filing to acquire...
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(62.24 KB)
Date
Rule
802.9
The 802.9 exemption does not apply based on the facts you lay out. The indicia listed in the SBP are illustrative and not an exhaustive list. Informal Interpretation 0009008 is no longer the position...
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(63.82 KB)
Date
Rule
803.10
Under your facts, the waiting period expiries Monday 2/6 at 11:59pm. See 803.10(b)(3).
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(76.24 KB)
Date
Rule
801.1(c)
The accounting treatment under the applicable national rules does not dictate whether an asset is held by an entity. The facts you lay out support a conclusion that beneficial ownership of the vessels...
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(105.74 KB)
Date
Rule
802.21
#132 is correct. We will update 1201007 accordingly. H only needs to acquire 1 share to satisfy 803.7 and take advantage of 802.21.
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(71.79 KB)
Date
Rule
803.11
Early termination may be granted at any time during the waiting period.
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(42.34 KB)
Date
Rule
802.2, 802.3
Acquiring C would be separately reportable. Do not allocate C’s assets to A and B.
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(104.44 KB)
Displaying 361 - 380 of 4450