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 121 - 140 of 4616
Date
Rule
Item 3(a)
Please create an Item 3a Annex where you list all of the subsidiaries whose assets are being acquired as you would in Item 3a and refer to the annex in responding to Items 1f and 3a, in endnotes, and...
File
Original Image - 2210004 Informal Interpretation
(163.72 KB)
Date
Rule
Item 4(b)
You may use an endnote to provide the stipulation.
File
Original Image - 2210003 Informal Interpretation
(156.77 KB)
Date
Rule
801.11
You are correct that the Target’s balance sheet should be used. However, we note that the last regularly prepared balance sheet prior to consummation is the one that is relevant to the analysis.
File
Original Image - 2209003 Informal Interpretation
(222.82 KB)
Date
Rule
801.11
Rule 801.11(d) relates to assets held directly by the natural person, and is not applicable to the assets of entities controlled by the natural person. Since two natural persons control the target...
File
Original Image - 2209001 Informal Interpretation
(155.05 KB)
Date
Rule
Item 6
No amendment is needed.
File
Original Image - 2209002 Informal Interpretation
(217.38 KB)
Date
Rule
801.10
No, the acquisition price is not determined. Therefore the acquiring person will need to determine the fair market value pursuant to Rule 801.10(c)(3).
File
Original Image - 2209005 Informal Interpretation
(271.31 KB)
Date
Rule
802.52
Based on the facts presented, we agree.
File
Original Image - 2209006 Informal Interpretation
(322.84 KB)
Date
Rule
801.11
We agree.
File
Original Image - 2209007 Informal Interpretation
(251.13 KB)
Date
Rule
802.51
Rule 802.51 provides a limited exemption for assets covered by 801.40(d)(2), which only includes credit obligations. You must still determine whether the JV will hold other US assets valued over $50...
File
Date
Rule
801.11
We agree that you would count the cash because there is a balance sheet within the acquiring person. You only get to exclude cash if no entity within the person has created a regularly prepared...
File
Original Image - 2208008 Informal Interpretation
(136.39 KB)
Date
Rule
Item 2(d)
Yes, a range may be provided so long as it does not straddle a fee threshold.
File
Original Image - 2208004 Informal Interpretation
(207.35 KB)
Date
Rule
801.10
We agree.
File
Original Image - 2208006 Informal Interpretation
(199.84 KB)
Date
Rule
Item 5, Item 8
Agree with your approach; please cross-reference in both filings.
File
Original Image - 2208003 Informal Interpretation
(263.31 KB)
Date
Rule
Item 1(f), Item 3
Please list all four, noting that one is non-reportable, and explain further in Item 3.
File
Original Image - 2208001 Informal Interpretation
(152.83 KB)
Date
Rule
Item 5(a)
Yes. The additional revenues and NAICS codes should be listed in Item 5(a), and you should produce the stand-alone 2021 financial statements for the company acquired in 2022.
File
Original Image - 2208002 Informal Interpretation
(240.05 KB)
Date
Rule
801.21, 802.2, 802.4
We agree with your analysis.
File
Original Image - 2208009 Informal Interpretation
(324.84 KB)
Date
Rule
801.1
Confirmed.
File
Original Image - 2208010 Informal Interpretation
(229.95 KB)
Date
Rule
801.11, 803.12
While a filing can be withdrawn, no refund will be issued.
File
Original Image - 2208007 Informal Interpretation
(174.17 KB)
Date
Rule
Item 4(b)
Your understanding is correct.
File
Original Image - 2207004 Informal Interpretation
(246.16 KB)
Date
Rule
Item 5(a)
Yes.
File
Original Image - 2207005 Informal Interpretation
(145.37 KB)
Displaying 121 - 140 of 4616