Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.
Displaying 81 - 100 of 4631
Date
Rule
801.30
Please check both the bankruptcy and 801.30 boxes on the HSR form, and submit the bankruptcy paperwork in lieu of an agreement. The buyer should also include the required 801.30 notice letter with its...
File
Original Image - 2308001 Informal Interpretation
(256.63 KB)
Date
Rule
801.2
We agree with your analysis.
File
Original Image - 2307007 Informal Interpretation
(234.19 KB)
Date
Rule
Item 4, Item 5
In situations like this you can note in Item 4(b): the UPE is a newly-formed entity and does not have financial statements. For Item 5(a) you can note at the bottom of the page that the UPE is a newly...
File
Original Image - 2307006 Informal Interpretation
(166.47 KB)
Date
Rule
803.9
As a result of the transaction, UPE C will hold 100% of JV – the filing should reflect 100% and the fee should be based on 100%.
File
Date
Rule
802.52
The information you have provided does not support the conclusion that the UPE of the acquiring person is controlled by state actors. Though some are, many asset managers, holding companies, and...
File
Original Image - 2307003 Informal Interpretation
(240.35 KB)
Date
Rule
Item 2, 801.2
Confirmed. Either check the box for assets in 2b or check the box for Other and specify “Pursuant to 16 CFR 801.2(f)(1)(i)†(or both).
File
Original Image - 2307001 Informal Interpretation
(251.79 KB)
Date
Rule
802.63
Agree, so long as Newco would not have been prohibited from using 802.63 if it had entered into the credit arrangement directly (e.g., it is not a competitor or otherwise would not be able to claim...
File
Original Image - 2307004 Informal Interpretation
(248.31 KB)
Date
Rule
802.2
You should value all the equipment and materials used for construction that are being acquired as part of this transaction.
File
Original Image - 2307005 Informal Interpretation
(188.97 KB)
Date
Rule
Item 5
Confirmed.
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Original Image - 2307002 Informal Interpretation
(279.71 KB)
Date
Rule
802.9
We agree with #1. As to #2, as you are in possession of all the facts related to this inquiry, you will need to make the final call and be prepared to defend any decision not to file and observe the...
File
Original Image - 2306006 Informal Interpretation
(204.62 KB)
Date
Rule
7A(c)(10)
As long as the percentage is the same or lower at the end of the day, we agree.
File
Original Image - 2306001 Informal Interpretation
(154.46 KB)
Date
Rule
801.30, 803.12
Yes, that is correct. Thanks for checking.
File
Original Image - 2306003 Informal Interpretation
(131.76 KB)
Date
Rule
Item 4
We prefer to have the original and the translation in the same attachment, with a note in the attachment description stating that the translation is appended at the end of the original document. Thank...
File
Original Image - 2306004 Informal Interpretation
(163.62 KB)
Date
Rule
801.30
Confirmed.
File
Original Image - 2306002 Informal Interpretation
(137.51 KB)
Date
Rule
801.12
Yes, these would be considered “voting securities.†The 801.12 calculation is not affected by a voting agreement.
File
Original Image - 2305008 Informal Interpretation
(168.46 KB)
Date
Rule
Item 8
You are correct.
File
Original Image - 2305009 Informal Interpretation
(155.34 KB)
Date
Rule
803.7, 802.50
We disagree. Your filing will cover whatever exclusive licenses will become effective during the year after filing. Any licenses that become effective after that are potentially reportable.
File
Original Image - 2305006 Informal Interpretation
(226.19 KB)
Date
Rule
802.30
Since the acquisition of the additional 49% is certain to occur, you must evaluate the acquisition of 100% of Corporation B for reportability now.
File
Displaying 81 - 100 of 4631