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HSR Informal Interpretations

0912008 Informal Interpretation

… and acquisition sub, the parties will contribute only cash. Atclosing, the management of the target company would … form asecond newly formed partnership (PS 2) and contribute cash. PS 1 will have agreater than 50% interest in PS 2 and … and the acquisition sub should be exempt because only cash isbeing contributed at formation (or with respect to …
Date
Rule
801.11(e)
Agree 801.11(e) is available in both scenario
HSR Informal Interpretations

0912005 Informal Interpretation

… mechanism for returning the rights to A upon a specified cash payment from A to B. Since the restructuring, entities … greater detail, are as follows: A. Original Agreements Companies A and B entered into certain Agreements pursuant … back to A: The option involves a transfer back to A, upon a cash payment by A to B, of the exclusive license rights to …
Date
Rule
801.2
Agree not reportable. K Walsh / K Berg concur.
Early Termination Notices

20100141: Sonova Holding AG; Alfred E. Mann

… Notice 20100141: Sonova Holding AG; Alfred E. Mann 20100141 Advanced Bionics Corporation Advanced Bionics, LLC Alfred E. Mann Sonova Holding AG … …
Date
Acquiring Party
Sonova Holding AG
Acquired Party
Alfred E. Mann
Acquired Entities
Advanced Bionics Corporation
Advanced Bionics, LLC
HSR Informal Interpretations

0912001 Informal Interpretation

… outside tile US, some portion of the customers areglobal companies headquartered in the US. In undertaking an … by US law where thecounterparties to the target are global companies with US headquarters (USpersons), but the …
Date
Rule
802.51
Your understanding is correct on the sales. I think it is fair to say that any contract that involves pickup and delivery outside of the US is a non-US asset, regardless of whether it is enforceable...
HSR Informal Interpretations

0911013 Informal Interpretation

… that allthe transactions will occur simultaneously, are the companies free to order theacquisitions in such a way as to …
Date
Rule
801.10
Corp would be exempt under 802.4, so not separately reportable. When agreements have been entered into to acquire 100% in contemporaneous steps, you can't break out each step and analyze it separately...
HSR Informal Interpretations

9110015 Informal Interpretation

… Avenue, NW Washington, D.C. 20580   Re: LIMITED LIABILITY COMPANIES Dear Mr. Hancock: I appreciated you taking the … issued. Instead of a board of directors, limited liability companies may be run by the members or managers. As I … an acquisition of voting securities, the two participating companies will not need to file additional Premerger …
Date
Rule
801.40
11/1/91 - TH says JS advised that X and Y should file for formation of LLC.
HSR Informal Interpretations

0910008 Informal Interpretation

… the transaction without making an HSR filing. I note in advancethat the fact pattern below may contain some … purposes basedon the fluctuating price of gas. Theestimated cash proceeds from the transfer of these trading books and … commodity exchanges can be treated as the transfer of "cashequivalents." See 16 CFR 801.21; 15 U.S.C. 18a(c)(2) …
Date
Rule
15 USC 18a(c)(1) 7A(c)(1)
Agree.
HSR Informal Interpretations

0910009 Informal Interpretation

… it seems that the monetary figure is properly analogous to cash or a cash equivalent. Under the HSR Act, neither cash nor a cash equivalent is an asset when it is acquired. …
Date
Rule
801.10
UPDATE September 8, 2017: This no longer represents the position of the PNO. Agree do not include personal goodwill.
HSR Informal Interpretations

0910007 Informal Interpretation

… own voting securities in corporations A, B, C, D, and E, companies which own oil and gas exploration assets and …
Date
Rule
801.50, 801.1(b)
10/28/2009 Agree. UPDATE October 11, 2018: This no longer represents the position of the PNO. For purposes of determining control of a non-corporate entity, the control test focuses on the right to...
Cases and Proceedings
Commissioner Statements

Statement of FTC Chairman Jon Leibowitz Senate Judiciary Committee's Passage of the Preserve Access to Affordable Generics Act (S. 369)

… less expensive generic drugs when branded pharmaceutical companies pay off their generic competitors to stay out of … the market. We estimate that stopping these pay-for-delay settlements will save consumers about $3.5 billion per year and advance the cause of affordable health care for all …
Date
By
Jon Leibowitz, Former Chairman
By taking this action, the Committee clearly recognizes the very real danger that these sweetheart deals pose to Americans struggling to pay their medical bills. Consumers must wait – sometimes years...
HSR Informal Interpretations

0908004 Informal Interpretation

… still valued under $65.2 million? If each party contributes cash at the time N is created, is that cash still treated as an exempt asset? … 0908004 Informal …
Date
Rule
801.13. 802.30, 801.50, 802.4
09/27/2009 1. Analyze separately 2. This not intraperson for A because 802.30 specifically says it does not apply to formations under 801.50 3. The future commitment to sell $50 MM in assets to N only...
Displaying 1101 - 1120 of 2933
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