Tag: Competition

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Filtering by content type: HSR Informal Interpretation

From: (Redacted) Sent: Wednesday, December 04, 2013 10:30 AM To: Verne, B. Michael Cc: (Redacted) Subject: Request for Confirmation/Clarification of Views Concerning Acquisition of "Exempt" Foreign Issuers and "Non-Exempt" US Issuers Under a Single Agreement -- (Size-of-Transaction...
From: Johnson, Janice C Sent: Friday, November 22, 2013 3:44 PM To: (Redacted) (Redacted), in discussions with other staff, I've come up with a different response: Yes, you would include the cash. The parties are adjusting the purchase price to $72 million because they didn't take...
From: (Redacted) Sent: Tuesday, November 19, 2013 8:29 PM To: Verne, B. Michael Cc: (Redacted) Subject: HSR Exemption for Timberland Transaction Mike, I am writing to confirm the potential applicability of the ordinary course of business exemption under the Hart-Scott-Rodino...
From: (Redacted) Sent: Friday ,November 15, 2013 5:45 PM To: Verne, B. Michael; Walsh, Katheryn Cc: (Redacted) Subject: Request for Informal Interpretation Dear Mike and Kate: We represent the buyer ("Buyer") in a proposed acquisition of voting securities. Counsel for the seller...
From: (Redacted) Sent: Thursday, November 14, 2013 9:52 AM To: Verne, B. Michael; Walsh, Kathryn Subject: Question Mike and Kate-
From: (Redacted) Sent: Friday, November 08, 2013 5:09PM To: Verne, B. Michael; Walsh, Kathryn Cc: (Redacted) Subject: HSR - Size of the Transaction Threshold Question Attachments: SKMBT_50113110817020.pdf We are writing to ask if you agree with our view concerning how the Size of...
From: (Redacted) Sent Thursday, November 07, 2013 12:12 PM To: Verne, B. Michael Cc: (Redacted) Subject HSR reportability question Dear Mike, We would be grateful for your thoughts on the HSR reportability of the following: Licensor will grant Licensee exclusive rights to develop,...
From: (Redacted) Sent: Thursday, November 07, 2013 3:15 PM To: Verne, B. Michael; Walsh, Kathryn Subject: Pharma license question Hi Mike and Kate, I have a question regarding a scenario we discussed over a year ago, and wanted to check to see what impact the new rules have on the...
From: (Redacted) Sent Tuesday, November 05, 2013 11:58 AM To: Verne, B. Michael; Walsh, Kathryn Cc: (Redacted) Subject: Intra-person exemption and simultaneous business transfer question Attachments: FTC Opinion Structure Charts.pdf Dear Mike and Kate: We would like your...
From: (Redacted) Sent: Thursday, October 31, 2013 11:05 AM To: Verne, B. Michael; Walsh, Kathryn Subject: 802.51 Mike and Kate, We have a scenario where a newly formed foreign AIV ("AIV UPE") with no sales/assets is acquiring, through a U.S. LLC, and from a U.S. UPE (U.S. Company A...
From: (Redacted) Sent: Wednesday, November 13, 2013 9:29PM To: Verne, B. Michael Subject: Passive Investor - revised question Mike-
From:   (Redacted)Sent:     Wednesday, October 30, 2013 7:51AMTo:        Verne, B. Michael Walsh, KathrynSubject: Valuation/Fee Threshold QuestionAttachments: FW: Valuation QuestionMike/Kate-We have a transaction structured as a merger that is reportable based on valuation but want to...
From: (Redacted) Sent: Wednesday, June 12, 2013 11:54 AM To: Verne, B. MichaelCc: Walsh, KathrynSubject: RE: Electric CoopsMr. Verne: We represent two electric cooperatives which are organized as nonprofit corporations under state law. One is engaged in electric generation and the...
From: (Redacted) Sent: Monday, November 19, 2012 7:51 PM To: Verne, B. Michael; Walsh, Kathryn Cc: (Redacted) Subject: HSR Question re Use of Proceeds to Pay Down Debt of Parent November19, 2012 R.Michael Verne & Kathryn Walsh, Esq. Federal Trade Commission Premerger...
From: (Redacted)Sent: Friday,March 23, 2012 2:10 PMTo: Verne,B. MichaelSubject: HSRQuestionMike,I have a question relatedto the "solely for purposes of investment" exemption. AcquiringPerson A plans to acquire less than 10% of the outstanding voting securities ofCompany B. Assume that...
From: (Redacted) Sent: Tuesday, June 14, 2011 2:48 PM To: Verne, B. Michael Cc: (Redacted) Subject: Size-of-Transaction Test and Debt Obligations Mr. B. Michael Verne Premerger Notification Office 601 Pennsylvania Avenue, N.W. Washington. D.C. 20580 RE: Size-of-Transaction Test and...
From: (Redacted) Sent: Tuesday, June 14, 2011 2:48 PM To: Verne, B. Michael Cc: (Redacted) Subject:Size-of-Transaction Test and Debt Obligations Mr.B. Michael Verne Premerger Notification Office 601 Pennsylvania Avenue, N.W. Washington. D.C. 20580 RE:Size-of-Transaction Test and...
From:(Redacted)Sent:Wednesday, October 28, 2009 4:46 PMTo:Verne, B. MichaelCc:(Redacted)Subject: HSR QuestionMichael,I would appreciate your input on an HSR issue relating to the treatment of personal goodwill for valuation purposes.
From:(Redacted)Sent:Wednesday, October 28, 2009 12:06 PMTo:Verne, B. MichaelCc:(Redacted)Subject: HSR Question Concerning LLC FormationMike, hope all is well with you (redacted) and I would appreciate your advice on the transaction described below.I. Factual Circumstances
February 19, 2008Federal Trade CommissionPremerger Notification OfficeBureau of CompetitionRoom 303600 Pennsylvania Avenue, N.W.Washington, D.C. 20580Attn: B. Michael VerneDear Mr. Verne:Thank you for speaking with us today. This letter is written to confirm your view that the...

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