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 1 - 20 of 4475
Date
Rule
Item 4(b)
Your understanding is correct.
File
Original Image - 2207004 Informal Interpretation
(246.16 KB)
Date
Rule
Item 5(a)
Yes.
File
Original Image - 2207005 Informal Interpretation
(145.37 KB)
Date
Rule
801.1
You should rely on the last regularly prepared financial statement prior to closing to determine what entity has control.
File
Original Image - 2207001 Informal Interpretation
(154.02 KB)
Date
Rule
801.1, 801.12
To determine control of a corporation, you must look at both the voting rights inherent in the voting security itself, i.e., those provided in the bylaws or formation documents for the corporation, as...
File
Original Image - 2207007 Informal Interpretation
(269.42 KB)
Date
Rule
801.30
Yes, this is acceptable. Please note these circumstances in the cover letter and Item 3(a) description.
File
Original Image - 2207003 Informal Interpretation
(203.56 KB)
Date
Rule
Item 7(c)(iv)
I am a PNO attorney and am writing to address your question below. Please create a separate attachment for the information in Item 7(c)(4)(a) as you propose. Please note that this will not be a...
File
Original Image - 2207006 Informal Interpretation
(199.59 KB)
Date
Rule
803.12
Yes, please provide the agreement and updated affidavit with the refile. This does not create an obligation on the acquired person, unless the substance of the deal has changed such that this is...
File
Original Image - 2206003 Informal Interpretation
(216.71 KB)
Date
Rule
801.1, Item 3
We like it when the principal transaction references that there will be a backside acquisition filing in item 3 (and vice versa). Please mention that there are related transactions in your cover...
File
Original Image - 2206004 Informal Interpretation
(150.02 KB)
Date
Rule
801.10, 802.50
We do not view agreeing to leases via email as automatically resulting in the lease being entered into outside of the US. The company will need to determine whether those leases were signed by US...
File
Original Image - 2206002 Informal Interpretation
(234.81 KB)
Date
Rule
801.1, 802.4
Based on what you know about Foreign Newco and the guidance in the 2016 blog, you should be prepared to make the call as to whether it is a corporate or non-corporate entity.
File
Original Image - 2206001 Informal Interpretation
(271.24 KB)
Date
Rule
803.5, 803.6
We will only accept an attorney’s signature if the attorney is signing on behalf of a natural person. A lawyer may not sign on behalf of a limited partnership.
File
Original Image - 2205003 Informal Interpretation
(145.27 KB)
Date
Rule
Item 4(c), Item 4(d)
As you and your client are in possession of all the facts related to the original transaction and any subsequent discussions about the options exercise, you must determine the appropriate timeframe...
File
Original Image - 2205001 Informal Interpretation
(193.57 KB)
Date
Rule
801.1
We agree. However, since both Mr. and Mrs. X are the UPEs, please list both. Only one needs to sign.
File
Original Image - 2205005 Informal Interpretation
(234.87 KB)
Date
Rule
802.21
Confirmed.
File
Original Image - 2205002 Informal Interpretation
(248.12 KB)
Date
Rule
7A(c)(4), 801.1
We do not agree; in our view, Corporation A is an entity.
File
Original Image - 2205004 Informal Interpretation
(282.71 KB)
Date
Rule
803.2
You can list them as John and Jane Doe and provide an explanation, in an endnote, that they are a married couple.
File
Original Image - 2204005 Informal Interpretation
(623.39 KB)
Date
Rule
801.1
The Husband and Wife jointly control 64% of the company. This includes each of their 14% interest in the revocable trusts and the Wife’s 36% interest in the irrevocable trust - because she can remove...
File
Original Image - 2204004 Informal Interpretation
(280.95 KB)
Date
Rule
802.5
So long as Company B is not involved in the operation or management of the data center business, we agree that the acquisition of the building is exempt. If Company B acquires the business of the data...
File
Original Image - 2204001 Informal Interpretation
(244.23 KB)
Date
Rule
801.11
We are assuming that the SPAC is the acquiring person. Whether an asset is exempt is not relevant to the SOP test, other than when no entity within the person has a regularly prepared balance sheet...
File
Original Image - 2204003 Informal Interpretation
(143.78 KB)
Date
Rule
Item 3(a), Item 6(c)
Confirmed.
File
2204002_redacted.pdf
(157.4 KB)