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HSR Informal Interpretations

9612005 Informal Interpretation

… wrinkles and the like. Q has licensed at least two cosmetic companies to incorporate the patented technology into skin …
Date
Rule
801 generally
12/12/96 - Advised writer that since only an exclusive distribution right was being granted, the PMN Office would not view such transfer as reportable under the principles of ABA letter #49. Q retains...
HSR Informal Interpretations

9611011 Informal Interpretation

… well as other related operations. Company A will contribute cash and a note. Company B will contribute assets. Company A … time of formation, of officers, directors or employees of Companies A and B or their affiliates, respectively (i.e., …
Date
Rule
801.40 (LLC formation, partnership formation)
12/2/96 - Advised writer that neither the partnership or LLC formation would be reportable under HSR. However, partnership would be controlled by A & B due to their direct holdings of49.5% and their...
HSR Informal Interpretations

9612007 Informal Interpretation

Date
Rule
801.11 (c); 802.20; #158 Premerger Notification Practice Manual
Since the consolidating statement is part of the annually prepared financial statements it should be included in determining the annual sales of the subsidiary to be sold. Together they show “net”...
HSR Informal Interpretations

9611008 Informal Interpretation

… B1 will pay to A1 an amount in excess of $15 million in cash, and thereafter, A1 and B1 will contribute their … B1 will pay to A1 an amount in excess of $15 million in cash. … 9611008 Informal Interpretation …
Date
Rule
801.1(c); 801.90; #239 Premerger Practice Manual
Answer to 11/21/96 letter to Victor Cohen from (redacted). Possible transfer “a.”: the transfer of an undivided 50% interest to B1 is the transfer of an asset and reportable if all HSR tests are met...
HSR Informal Interpretations

9611006 Informal Interpretation

… for which A1 will pay to B1, approximately $20 million in cash. 1 ** At the time of the transfer of the Assets, A2 and …
Date
Rule
801.40
11/20/96 A should report for its acquisition of B assets. Subsequent formation of LLC is exempt. To meet “continuum theory” criteria, the last event must be reportable which it is not here. RS concurs...
Federal Register Notice

Universal Merchants, Inc.; Steven Oscherowitz; Analysis To Aid Public Comment

… Universal Merchants, Inc.; Steven Oscherowitz; Analysis To Aid Public Comment Federal Register Notice Universal Merchants, Inc.; Steven Oscherowitz; Analysis To Aid Public Comment 952 3366 961115universalmerchants.pdf … Universal Merchants, Inc.; Steven …
Date
Advisory Opinions

Opinion 96-4

… Discusses the ineffectiveness of transfers to affiliated companies of ownership of the mark and of franchisee waivers …
Date
Apparent applicability of the Franchise Rule to a joint venture and license agreement. Discusses the ineffectiveness of transfers to affiliated companies of ownership of the mark and of franchisee...
HSR Informal Interpretations

9611004 Informal Interpretation

…             We represent two foreign banking and finance companies (redacted) and (redacted), both incorporated in … (“HSR” or the “Act”).             (redacted are affiliated companies operating primarily in (redacted) and elsewhere in …
Date
Rule
802.51(d)
11/8/96 – Advised caller’s assistant that income from securities and other investments must be included in revenues for 802.51(d) even though such securities and investments may be in foreign firms...
HSR Informal Interpretations

9611002 Informal Interpretation

… In return, Mr. X will receive approximately $26,000,000 in cash and $104,000,000 in Corp. A voting securities, Mr. Y will receive $21,500,000 in cash and $86,000,000 in voting securities, and Mr. Z will …
Date
Rule
801.40; Interpretation #199
Section 801.40 applies to this transaction based on the fact including: identity of the purchasers is known, sale of stock is timely to the shareholders and IPO; the money raised is used to purchase...
HSR Informal Interpretations

9611007 Informal Interpretation

… Type of assets? Contracts pursuant to which an entity (merchant) that accepts transaction cards (Visa, etc.) for payment obtains authorization, clearing, and settlement of those transactions through inter-exchange … B1 will pay to A1 an amount in excess of $15 million in cash, and thereafter, A1 and B1 will contribute their …
Date
Rule
7A(c)(1)
Acquisition of credit card servicing rights relating to the authorization, clearing & settlement of transactions based on credit card sales is considered an acquisition of assets that is exempt as...
HSR Informal Interpretations

9611009 Informal Interpretation

… LP units with Corp. A for additional shares of Corp. A and cash (enough to pay the taxes on the gains). Corp. A becomes …
Date
Rule
7A(c)(3); 7A(c)(10)
When Corp. A acquires the remaining 70% partnership interest in LTD it has acquired the LTD assets and creates a fileable event. Since the partnership is collapsed Corp. A may place the assets into...
HSR Informal Interpretations

9611012 Informal Interpretation

… will contribute certain assets. Company B will contribute cash and a note. The LLC will be governed by a Board of …
Date
Rule
801.40 (LLC formation)
Formation of an LLC that has a governing body limited to officers, directors or employees of forming persons, who each take back a 50% interest in the LLC, is considered to be the formation of a...
Advisory Opinions

Business Health Companies, Inc.

… Business Health Companies, Inc. Business Health Companies, Inc. re: Survey of hospital prices by third-party consultant Advisory Opinion … Business Health Companies, Inc. …
Date
re: Survey of hospital prices by third-party consultant
HSR Informal Interpretations

9610009 Informal Interpretation

… RE:Pre-Merger Notification Analysis - Limited Liability Companies Dear Ms. Villavicencio: This letter is to confirm … of a limited liability company (LLC) and the related cash payments from the LLC to one of the members of the LLC. …
Date
Rule
801.40
October 15, 1996, called writer and advised him that Corp. A through the LLC must file forcertain assets of Corp. B. The LLC must file for certain assets of Corp. B. The LLC formation is exempt under...
HSR Informal Interpretations

9610005 Informal Interpretation

… Company C, a REIT, is the ultimate parent entity of two companies: (1) Company B, which owns a hotel and is the …
Date
Rule
802.2 (e); 802.5
Called 10/11/96. This is not exempt. The “intent” is to buy and run a casino. A is not acquiring the building “solely” for the purpose of being a landlord. Its intent is to own and operate a...
HSR Informal Interpretations

9610002 Informal Interpretation

… persons exercising similar functions.” 3 Limited liability companies are unincorporated. Thus, whether the formation of …
Date
Rule
801.40 (LLC formation)
10/7/96- Advised writer that I agreed with her conclusions and analysis except for the analysis in the penultimate paragraph of the letter. Here, 801.40 requires that two forming persons of the LLC...
HSR Informal Interpretations

9610012 Informal Interpretation

… for the business, Company B will receive $100,000,000 in cash and shares of Class A Cumulative Preferred Stock (the …
Date
Rule
801.1; PMM #94; 1-25-96 letter to A.V.
Mere power to nominate would not constitute an acquisition of voting securities. In this case Company B can only nominate and cannot appoint a director whereas in No. 94 the person obtained a...
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