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.
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Rule
Item 3(b)
1. If the individual agreements have been executed, they should be provided. 2. We prefer to see each agreement provided as a separate attachment, so 3(b)-2 through 3(b)-15 for the 14 agreements you...
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(111.65 KB)
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801.10
Agree with your take.
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(147.52 KB)
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Rule
Item 4(c)
The documents you describe, composed from or containing excerpts from ordinary course documents, are not themselves ordinary course documents but rather new documents. If they were created for the...
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(80.43 KB)
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801.11
A UPE’s pro forma balance sheet should include the value of the interests it holds.
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(111.38 KB)
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Item 5
We agree with your approach.
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(107.73 KB)
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Item 4
The UPE of the Acquiring Entity should submit the additional 4c/d documents through a separate FTP transfer (Accellion link) at the time the Acquiring Entity submits the HSR filing. The UPE should...
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(141.02 KB)
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Item 2
That would be fine, along with explanation in the 3a transaction description.
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(66.94 KB)
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802.9
No, the fund cannot rely on 802.9.
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(98.15 KB)
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801.1
The UPE would be Management Entity.
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(82.02 KB)
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801.2
Acquisitions of copyright interests are not reportable. UPDATE August 16, 2021: This no longer represents the position of the PNO. While the PNO has advised in the past that copyrights are not...
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(96.74 KB)
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Item 4
Yes, instant messages and chat conversations may be excluded.
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(100.44 KB)
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803.5, Item 3
The backside acquisition would be a non-801.30, and as such it would require an affidavit attesting to the execution of an agreement. If no agreement exists yet, a filing would be premature.
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(109.65 KB)
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801.1(a)(2), 7A(c)(4)
We disagree. Based on the information you have provided, we conclude that X is subject to HSR filing requirements.
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(362.23 KB)
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801.1
Agree with your take.
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(203.47 KB)
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802.30, 802.4
We view this as an acquisition with a backside. As such, the entities are viewed as they exist going into the transaction and SPAC’s acquisition of Target is reportable.
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(129.25 KB)
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803.5
We agree, as long as the announcement complies with SEC regulations.
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(88.38 KB)
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802.30
We view Merger 1 as an acquisition with a backside. As such, the entities are viewed as they exist going into the transaction and Merger 1 is reportable.
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(183.97 KB)
Displaying 61 - 80 of 4404