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HSR Informal Interpretations

8502010 Informal Interpretation

… (c)(8) in which are listed certain provisions of federal law applicable to financial institutions and which states … the proposed acquisition. Our clients are currently contemplating two curses of action. The first would involve a … the referenced provision of the Code of Federal Regulations provides that where 25% or more of any class of …
Date
Rule
7A(c)(8)
2/27/85 T/C Scanlon/(redacted). I explained that HSR did not recognize thegroup concept of SEC and that the individuals should be considered separately(aggregating spouse and minor children) and...
HSR Informal Interpretations

8502007 Informal Interpretation

… 1985 CERTIFIED MAIL RETURN RECEIPT REQUESTED Mr. Wayne Kaplan Federal Trade Commission Room 301 FTC Building 7th and … of Control under the Pre-Merger Notification Regulations Dear Mr. Kaplan: On January 30, 1985, I spoke with you by telephone …
Date
Rule
801.1(b)
2/19/85 called (redacted) and he described partners. No overlap w/ acquiredperson in Addies transaction and 1st transaction is'nt ready. (redacted) will call if that one proceeds. Wayne Kaplan
HSR Informal Interpretations

8502004 Informal Interpretation

… which I described to you. Those facts are as follows: A large American corporation (A) proposes to buy 100% of the … of a foreign holding company (B) which itself is owned by a large foreign holding company. B wholly owns various foreign … of the Rules promulgated under 15 U.S.C. 18a relating to acquisitions of foreign issuers and acquisitions …
Date
Rule
802.50; 802.20
2/11/85 T/C Scanlon (redacted). Told (redacted) my advice to him as described inthis letter was inaccurate and that the facts described in this letter constitute areportable transaction since the...
HSR Informal Interpretations

8502003 Informal Interpretation

… 5, 1985 Re:Proposed Acquisition of (redacted) Dear Mr. Kaplan: This letter is to confirm our telephone conversation of … sales in or into the U.S. of $25 million or more in the last fiscal year. (redacted) owns 15% of the stock of … or total assets of $25 million or more as stated on its last regularly prepared annual statement of income and …
Date
Rule
802.50; 801.15
Dana objects on basis 802.20 not w/in 801.15 & suggests parties file. I notified(redacted) secretary on 2/8/85 that the letter is inaccurate and that a filing is required by both parties. See attached...
HSR Informal Interpretations

8502001 Informal Interpretation

… of whether premerger notification is required for a contemplated leveraged buyout transaction. In the hypothetical … the buyout and 2) the buyout itself. With regard to the latter, you stated that the buyout is not reportable. Your … A will use all or essentially all of the funds available to it, leaving A with less than $10 million in assets …
Date
Rule
801.11
No written comments
HSR Informal Interpretations

8502006 Informal Interpretation

… (redacted) has entered into a certain Agreement and Plan of Reorganization and a certain Agreement and Articles … transaction is identical in all material respects to a similar transaction reviewed by you one year ago involving the … not observe the waiting period required by 7A(b)(1) of the Clayton Act, 15U.S.C. 18a(b)(1) prior to consummating the …
Date
Rule
801.10; 802.20
Note: It has not been determined that the cooperative share is a voting security. amerger normally means an acquisition of all of the v/s. However, this may or may not be one of the exceptions. It is...
HSR Informal Interpretations

8502012 Informal Interpretation

… It is anticipated that the trustees thereafter will be replaced by an institutional trustee, who may be removed and replaced by Xs Board of Directors in its discretion as a … had been redeemed and contributed to the ESOP (a closely -related way of establishing an (redacted). The differences …
Date
Rule
802.30
Not exempt under 802.30 must file. Wayne, Kaplan, Andy, Suzzanne & Danaconcur. called (redacted) 2-26-85. This transaction is not exempt under 802.30and you must file if it meets the size requirements...
Amicus Briefs

Snider et al. v. Wal-Mart Stores, Inc.

… v. Wal-Mart Stores, Inc. concerning conflicts between the Oklahoma Unfair Sales Act and Federal Antitrust Laws Amicus Brief p854622_walmart.pdf … Snider et al. v. …
Date
FTC amicus brief in Snider et al. v. Wal-Mart Stores, Inc. concerning conflicts between the Oklahoma Unfair Sales Act and Federal Antitrust Laws
HSR Informal Interpretations

8501003 Informal Interpretation

… corporation. Based on the information presently available to our client, it appears that the commerce test, the … and the size of transaction test set forth in 7A(a) of the Clayton Act would be satisfied by the acquisition. The … is exempt from the filing and waiting requirements of the Clayton Act by reason of the exemption found in 16 C.F.R. …
Date
Rule
802.50
OK AMScanlon 1/28/85
HSR Informal Interpretations

8501001 Informal Interpretation

… interest in one or more of the properties. It is contemplated that each property will be sold to the prospective … cases, exceed in the aggregate hundreds of millions of dollars. Because of other requirements, negotiations as to … please let us know. On behalf of the parties to the contemplated transactions(s), we wish to thank you, in advance, for …
Date
Rule
802.1; 802.2
Are they buying this retail space to operate or as an investment? They are buyingthese rental building in order to resell as condominiums. Who is making theacquisition? We are not sure yet. Perhaps a...
HSR Informal Interpretations

8501002 Informal Interpretation

… Rules issued pursuant to 15 U.S.C. 18A(d)(2)(B). In particular, we discussed the tests under the minimum dollar value thresholds of Rule 802.20. Such rule exempts, … doubts with respect to the $15,000,000 threshold. I explained that while the initial payment at closing was within …
Date
Rule
801.10; 802.20
comments: Wayne Kaplan said contingent payments should be estimated according to 801.10 of the rules and included in transaction price. Andy Scanlon agrees and added that they indicate a face value...
HSR Informal Interpretations

8501004 Informal Interpretation

… conversation about the interpretation of 7A(c)(1) of the Clayton Act, 15 U.S.C. 18a(c)(1),* and to provides you with … within the exemption provided by 7A(c)(1) of the Act relating to the acquisitions of goods or realty transferred in … appears to be consistent with our view, we do not plan to file a pre-merger notification and report form …
Date
Rule
7A(c)(1); 802.1; now See 802.2
The FTC staff has historically said that the acquisition of office buildings is generally exempt (no retail space or other income producing properties included) under § 802.1 of the rules. Is this...
HSR Informal Interpretations

8412001 Informal Interpretation

… by a United Kingdom holding company which is owned by a Delaware corporation which is wholly owned by the U.S. parent … stock of the U.S. subsidiary is exempt under the Minimum Dollar Value rule of Section 802.20(b) because the purchase … as to amount of net assets is being taken from the last regularly prepared balance sheet of the applicable …
Date
Rule
802.20; 802.50
See diagram. We examine the 802.20 & 802.50 by issuer. Accordingly, thesetransactions are exempt given the information provided. [Note: No Facts, dollar values given, but enough info (less than $15 mm...
HSR Informal Interpretations

8412003 Informal Interpretation

… ( redacted) December 11, 1984 FEDERAL EXPRESS Wayne Kaplan, Esq. Federal Trade Commission Bureau of Competition … & Pennsylvania, N.W. Washington, D.C. 20580 Dear Mr. Kaplan: This letter confirms your recent telephone conversation … there are no post-closing arrangements in effect or contemplated which will make our statements herein inaccurate. We …
Date
Rule
801.40; 802.20
12/6/84 (redacted) 2d letter. Pg1 1. Refers to acquisitions plural – if so newly formed entity rule will not protect 2d etc acquisitions Pg2 2. refers to several sellers – if they are outside. Pg3 3...
HSR Informal Interpretations

8412006 Informal Interpretation

… Interpretation (redacted) December 13, 1984 Mr. Wayne Kaplan Premerger Notification Office Bureau of Competition Room … & Pennsylvania Avenue Washington, D.C. 20580 Dear Mr. Kaplan: This letter is to confirm our telephone conversation of … of approximately $68 million. Its most recently prepared balance sheet, for the quarter ending September 30, 1984, …
Date
Rule
801.11
But must consolidate unconsolidated cos [indecipherable]. A [indecipherable].
HSR Informal Interpretations

8412002 Informal Interpretation

… Interpretation (redacted) December 4, 1984 Wayne Kaplan, Esq. Federal Trade Commission Bureau of Competition … Avenue, N.W. Washington, D.C. 20580 Dear Mr. Kaplan: This letter is in response to our recent telephone … is owned 50% by (redacted) and 50% by (redacted). Present plans are to close from December 17 to December 19, 1984. …
Date
Rule
801.40; 802.20
Comments in body of letter only (See below)
Displaying 44581 - 44600 of 45450
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