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 101 - 120 of 4404
Date
Rule
802.21
You must submit a notification for the first acquisition to be consummated after the end of the 5-year window following the expiration of the waiting period for your previous filing. Unless you expect...
File
Original Image
(98.51 KB)
Date
Rule
803.9
We disagree. If Buyer is going to cross the $100 million (as adjusted) threshold, Buyer must file for the $100 million (as adjusted) threshold and pay the fee required for crossing the $100 million...
File
Original Image
(120.5 KB)
Date
Rule
802.21
You have to cross a threshold to take advantage of 802.21. So, your first example works as long as the $50MM threshold (as adjusted) is crossed. Your second example does not work because the $50MM...
File
Original Image
(128.36 KB)
Date
Rule
801.10
Yes, this amount should be included.
File
Original Image
(78.97 KB)
Date
Rule
801.2
We agree with your analysis.
File
Original Image
(230.06 KB)
Date
Rule
801.1, Item 5, Item 7
No. Your filing must include all information from the UPE health system.
File
Original Image
(80.46 KB)
Date
Rule
801.1, 803.9
These sound like separate, unrelated filings, so even though they may have similar responses, each must have its own form and attachments.
File
Original Image
(79.39 KB)
Date
Rule
803.5, 803.6
Identify a person who will be an officer or director of BuyCo and have that person sign the affidavit and certification.
File
Original Image
(98.26 KB)
Date
Rule
803.7, 803.10
1. Yes, that is still PNO’s position.2. If ET is granted, the one-year waiting period expires on the day ET is granted one year later. https://www.ftc.gov/news-events/blogs/competition-matters/2017/08...
File
Original Image
(179.68 KB)
Date
Rule
Item 4, Item 6
For item 4(b), your suggested stipulation is sufficient or you can provide the most up-to-date balance sheet (to show that SOP is met) along with the annual report. For item 6(b) it is issued and...
File
Original Image
(84.41 KB)
Date
Rule
803.12
1. Yes, the request for early termination can be made in the cover letter accompanying the refiling. Please call out that a change is being made from the original filing.2. Yes, the refiled form...
File
Original Image
(130.01 KB)
Date
Rule
Item 7
Just the States in which the Company actually conducts operations itself through its own employees.
File
Original Image
(70.04 KB)
Date
Rule
Item 7
Please list the state(s) where acquired entity actually develops and produces the software.
File
Original Image
(108.3 KB)
Date
Rule
801.1
The Trust Adviser is the UPE.
File
Original Image
(114.05 KB)
Date
Rule
802.9
Having a trustee of the acquiring person also serve as an officer or director of the acquired entity at the time of the acquisition could be “considered evidence of an intent inconsistent with...
File
Original Image
(102.38 KB)
Date
Rule
Item 4(b)
We do not want tax returns – please explain that the trust doesn’t have financials. If SOP matters, stipulate to SOP if the acquired entity’s financials don’t show SOP is met.
File
Original Image
(84.2 KB)
Date
Rule
Item 5
As these are non-manufacturing intracompany sales, they would not be included in Item 5.
File
Original Image
(84.29 KB)
Date
Rule
801.1
Shareholder A and Shareholder B are both UPEs in the situation you describe.
File
Original Image
(67.99 KB)
Displaying 101 - 120 of 4404