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Filtering by content type: HSR Informal Interpretation

[REDACTED Yes. Just include pdfs of the copy signature pages on the DVD, then submit the original signatures within two business days of filing. The letters, certification and affidavit should be searchable PDFs. In addition to applying the filename naming conventions, the first...
[REDACTED] Yes.  The change is intended to reach acquiring persons, such as funds and holding companies, where the financials of the UPE do not necessarily show or break out information about the operating company that contributes to the overlap.  We are not interested in the...
[REDACTED] Informal 0307004 is superseded by PNPM 152.  “Sales in or into” are the same for both 802.50 and 802.51. Regards Evan From: [REDACTED]Sent: Friday, September 2, 2016 4:25 PMTo: kwalsh@ftc.gov; 'Whitehead, Nora' <nwhitehead@ftc.gov>Subject: Ocean Shipping Sales "in or...
[REDACTED] We agree that the creation and transfer of shares to Trusts B, C and D would be exempt under 802.71. Regards Evan From: [REDACTED]Sent: Wednesday, August 31, 2016 3:55 PMTo: Walsh, Kathryn E.; Storm, EvanSubject: 802.71 Question Hi Kate, Evan - I hope you’re doing well. I...
Hi [REDACTED] The acquirer will have to do a FMV under 801.10(c)(3), which the board can delegate to another. -Diana From: [REDACTED]Sent: Thursday, August 25, 2016 4:25 PMTo: Gillis, Diana L.Subject: Question Regarding Determination of Value of Assets Hi Diana,
Correct, the 4c/d documents are limited to the backside transaction. Of course, any such documents that also mention the main transaction are still responsive in full. From: [REDACTED]Sent: Friday, August 26, 2016 11:01 AMTo: Gillis, Diana L.Subject: Query re: Item 4(c) / 4(d) Ms....
[REDACTED] We still require physical signatures and do not accept e-signatures. Best regards, Kristin ________________________________ Kristin Shaffer Attorney Premerger Notification Office Federal Trade Commission 202-326-3434 | kshaffer@ftc.gov
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. 
[REDACTED] 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. Karen From: [REDACTED]Sent: Monday, August 22, 2016 2:05 PMTo:...
That is correct. Evan 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 [REDACTED] 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. Nora Whitehead (202) 326-3262 From: [REDACTED]Sent: Thursday, July 21, 2016 12:48 PMTo: Walsh, Kathryn E.; Whitehead, Nora; Berg, Karen E.;...
[REDACTED] 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. -Diana 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.   -Diana   From: [REDACTED]Sent: Thursday, July 14, 2016 3:10 PMTo: Gillis, Diana L.Subject: Question re: 801.12(b) Diana,
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,...
[REDACTED] 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-...
[REDACTED] Please see below.  Let me know if you have additional questions. Best regards, Kristin 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...
[REDACTED] We agree that beneficial ownership does not pass until the options are exercised or, for the RSUs, until the Director resigns. Best regards, Kristin ________________________________ Kristin Shaffer Attorney Premerger Notification Office Federal Trade Commission 202-326-...

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