We view C as an entity, the others are foreign agencies.
From: [REDACTED]Sent: Monday, August 22, 2016 1:21 PMTo: Walsh, Kathryn E.; Berg, Karen E.; Gillis, Diana L.Cc: [REDACTED]Subject: Question on Foreign Vehicles as "Entities"
Dear Kate, Karen and Diana.
We would view this as a formation; A and B are not disappearing as a result, nor are they becoming subsidiaries of a new parent entity. See Interpretation 211 in the PNPM for discussion of consolidations.
From: [REDACTED]Sent: Monday, August 22, 2016 2:05 PMTo:...
That is correct.
From: [REDACTED]Sent: Wednesday, August 17, 2016 11:59 AMTo: Storm, Evan; Gillis, Diana L.Subject: Quick Question re: 4b
Evan and Diana,
Hi [REDACTED], thanks for writing this out. My responses are below in red.
From: [REDACTED]Sent: Tuesday, August 09, 2016 9:53 AMTo: Berg, Karen E.Subject: Item 6b
Thanks for talking to me earlier this morning. As I mentioned my question is on Item 6b.
From: Storm, EvanSent: Thursday, August 04, 2016 12:23 PMTo: [REDACTED]Subject: RE: Determining sales in or into the US under 802.50 and 802.51
As long as the products aren’t designed specifically for the US, to the exclusion of other markets, these would not be US sales....
In this particular case, we agree that your S.C.A. should be treated as a non-corporate entity. Thanks for laying out your case so thoroughly.
From: [REDACTED]Sent: Thursday, July 21, 2016 12:48 PMTo: Walsh, Kathryn E.; Whitehead, Nora; Berg, Karen E.;...
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 formation, A will appoint 2/3 of Newco’s board, and B will appoint 1/3,...
Hi [REDACTED], we think they should be treated as manufacturing sales.
From: [REDACTED]Sent: Tuesday, July 19, 2016 3:56 PMTo: Gillis, Diana L.Subject: Maquiladora
Are US sales from products manufactured in a maquiladora treated as manufacturing sales? Os, as per the web site...
[REDACTED] I agree with your calculation.
From: [REDACTED]Sent: Thursday, July 14, 2016 3:10 PMTo: Gillis, Diana L.Subject: Question re: 801.12(b)
From: Berg, Karen E.Sent: Thursday, July 14, 2016 10:27 AMTo: [REDACTED]Cc: Gillis, Diana L.; Walsh, Kathryn E.; Whitehead, NoraSubject: RE: HSR Notification and Report Form
[REDACTED], our responses are in red below.
From: [REDACTED]Sent: Monday, July 11, 2016 11:55 PMTo: Berg,...
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 speculative, then the buyer must determine the FMV. See PNPM 54, 55. The mark-...
Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Mylan Inc.’s $7.2 billion acquisition of Swedish drug maker Meda would likely be anticompetitive.
Please see below. Let me know if you have additional questions.
From: [REDACTED]Sent: Monday, July 11, 2016 3:44 PMTo: Berg, Karen E.; Gillis, Diana L.; Shaffer, Kristin; Storm, Evan; Whitehead, NoraSubject: HSR Question - Voting/Non-voting...
We agree that beneficial ownership does not pass until the options are exercised or, for the RSUs, until the Director resigns.
Premerger Notification Office
Federal Trade Commission
From: Berg, Karen E.Sent: Friday, July 01, 2016 1:22 PMTo: [REDACTED]Cc: Carson, TimothySubject: RE: Item 6(b)
You do not need to aggregate the holdings of the LPs or LLCs for the purpose of responding to item 6b. If an LP on its own has 5% or more, you would just respond with the...
Following a public comment period, the Federal Trade Commission has approved an application from American Air Liquide Holdings, Inc. to sell some of its assets to Matheson Tri-Gas, Inc., a Delaware-based subsidiary of Taiyo Nippon Sаnso Corporation of Japan.
On August 26, 2016, the FTC, with the concurrence of the Antitrust Division of the Department of Justice, took steps to make the process of completing and submitting Hart-Scott-Rodino premerger notification filings easier. The effective date of the new rules is today, September 1,...
The Federal Trade Commission has approved final amendments to the Hart-Scott-Rodino Premerger Notification Rules that allow HSR filings to be submitted on DVD and streamline the instructions to the Premerger Notification Form. These updates will make the process of submitting HSR filings easier,...