1607011 Informal Interpretation
Date
Rule
801.1(f)
In this particular case, we agree that your S.C.A. should be treated as a non-corporate entity.
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1607010 Informal Interpretation
Date
Rule
802.40; 801.2(f)(3)
In your hypothetical, health care systems A and B are affiliating and creating a Newco non-profit. Newco will appoint the directors of A and B subsequent to the formation of Newco. At the time of...
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1607008 Informal Interpretation
Date
Rule
Item 5
US sales from products manufactured in a maquiladora are treated as manufacturing sales.
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FTC Approves Final Order Preserving Competition among Suppliers of Industrial Gases
Date
Following a public comment period, the Federal Trade Commission has approved a final order settling charges that the proposed $13.4 billion merger of American Air Liquide Holdings, Inc. and Airgas...
1607005 Informal Interpretation
Date
Rule
801.1(d)(2); 803.2(d); Item 5; Item 6; Item 7
The GP of the UPE is an associate, as well as other entities for which the GP is general partner. The individuals that own the GP are not associates. A Management Company that does not manage...
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Officials from U.S. and Japan Participate in 35th Bilateral Meeting in Washington to Discuss Antitrust Enforcement
Date
The heads of the antitrust agencies of the United States and Japan met today in Washington for their 35th Bilateral Competition Consultation. Federal Trade Commission Chairwoman Edith Ramirez and...
FTC Approves Final Order Settling Monopolization Charges Against Supplier of High-Performance Polymer for Medical Implants
Date
Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Invibio , a company that supplies some of the world’s largest medical device makers...
1607004 Informal Interpretation
Date
Rule
801.10
If there is a reasonable basis for estimating the contingent portion(s) of the consideration, then the acquisition price can be determined. If, however, the contingent portion(s) is/are too...
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1607003 Informal Interpretation
Date
Rule
801.1(f)(1)(i); 801.12
Non-voting securities are not subject to the Act. The value of the voting securities of Target's wholly owned subsidiaries do not have to be aggregated. Include the value of pre-closing dividends in...
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Len Blavatnik, Care of Access Industries
Investor Len Blavatnik has agreed to pay $656,000 in civil penalties to resolve charges that he violated federal premerger reporting laws by failing to report voting shares that he acquired in a California technology start up called TangoMe, in August 2014.
Type of Action
Federal
Last Updated
FTC Matter/File Number
151 0060
Leucadia National Corporation / KCG Holdings, Inc.
Holding company Leucadia National Corporation has agreed to pay $240,000 in civil penalties to resolve FTC allegations that it violated federal premerger reporting laws by failing to report a conversion of its ownership interest in the financial services company Knight Capital
Group, Inc. In July 2013, Knight Capital consolidated with another financial services company, GETCO Holding Company, LLC to become KCG Holdings, Inc. That transaction converted Leucadia’s ownership interest in Knight Capital into nearly 16.5 million voting shares of the new entity, KCG Holdings, worth approximately $173 million. Leucadia did not report the transaction, according to the complaint, because it thought that it qualified for an exemption applicable to institutional investors. Although Leucadia consulted experienced HSR counsel in connection with the transaction, their counsel erroneously concluded that the exemption applied. Leucadia made a corrective filing in September 2014, acknowledging that the acquisition was reportable under the HSR Act. Even though Leucadia relied on the advice of counsel, the FTC determined to seek civil penalties because, as noted in the complaint, Leucadia had previously violated the HSR Act in 2007, which led to a corrective filing in 2008.
Type of Action
Federal
Last Updated
FTC Matter/File Number
151 0015
1607002 Informal Interpretation
Date
Rule
802.31
Beneficial ownership does not pass until the options are exercised or, for the RSUs, until the Director resigns (because here the Directors will not have beneficial ownership of any voting securities...
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FTC Requests Public Comment on American Air Liquide Holdings, Inc.’s Application to Approve Divestiture of Assets to Matheson Tri-Gas, Inc.
Date
The Federal Trade Commission is currently accepting public comments on an application by American Air Liquide Holdings, Inc. to sell some of its assets to Matheson Tri-Gas, Inc., a Delaware-based...
FTC Dismisses Complaint Challenging Merger of Cabell Huntington Hospital and St. Mary’s Medical Center
Date
The Federal Trade Commission has voted to dismiss without prejudice its administrative complaint challenging the proposed merger between Cabell Huntington Hospital and St. Mary’s Medical Center – two...
Cabell Huntington Hospital/St. Mary's Medical Center, In the Matter of
The Commission filed an administrative complaint alleging that Cabell Huntington Hospital’s proposed acquisition of St. Mary’s Medical Center – two hospitals located three miles apart in Huntington, West Virginia--would create a dominant firm with a near monopoly over general acute care inpatient hospital services and outpatient surgical services in the adjacent counties of Cabell, Wayne, and Lincoln, West Virginia and Lawrence County, Ohio likely leading to higher prices and lower quality of care than would be the case without the acquisition. The Commission also authorized staff to seek a preliminary injunction to maintain the status quo pending the outcome of the administrative proceeding. On March 24, 2016, the Commission withdrew the matter from adjudication. On July 6, 2016, the Commission returned the matter to adjudication and dismiss the complaint without prejudice and issued a statement.
Type of Action
Administrative
Last Updated
FTC Matter/File Number
141 0218
Docket Number
9366
1607001 Informal Interpretation
Date
Rule
Item 6(b)
You do not need to aggregate the holdings of the LPs or LLCs for the purpose of responding to item 6(b). If an LP on its own has 5% or more, you would just respond with the name of the GP.
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Statement of Federal Trade Commission Bureau of Competition Director Debbie Feinstein On Superior Plus Corp.’s Decision to Drop its Proposed Acquisition of Canexus Corp.
Date
Following today’s announcement by Superior Plus Corp. that it would abandon plans to acquire Canexus Corporation, the Director of the Federal Trade Commission’s Bureau of Competition, Debbie Feinstein...
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