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 21 - 40 of 4450
Date
Rule
Item 4(c)
You may list only the authors and recipients of the emails with the 4c content.
File
Original Image - 2110002 Informal Interpretation
(250.09 KB)
Date
Rule
803.5
Correct, except that Company A’s UPE is the husband and wife together, e.g., “John and Mary Smith.” Either can execute the Affidavit and Certification on behalf of both.
File
Original Image - 2110003 Informal Interpretation
(211.23 KB)
Date
Rule
Item 1(f)
Thank you for checking. We agree that Individuals I and F are the UPEs. Since each of those individuals control the entity that holds 75% of the target, we advise listing 75% in Item 1(f). You may...
File
Original Image - 2110004 Informal Interpretation
(290.34 KB)
Date
Rule
803.5
We agree that the Acquired Person would be LLC X under the circumstances that you describe. Please review section 801.30(5) as a way to file without an agreement between the filing parties.
File
Original Image - 2110001 Informal Interpretation
(243.71 KB)
Date
Rule
Item 5, Item 7
Because the business line was discontinued, rather than divested, report the revenue and add an endnote.
File
Original Image - 2110006 Informal Interpretation
(166.64 KB)
Date
Rule
803.5, 803.6
The signatures attest to the accuracy of the filing and you need to be certain nothing has changed if you want to rely on them.
File
Original Image - 2109006 Informal Interpretation
(172.89 KB)
Date
Rule
801.1
If each acquired entity is controlled by a separate UPE, each UPE must file its own form and affidavit. Please remember to analyze each transaction separately.
File
Original Image - 2109004 Informal Interpretation
(207.82 KB)
Date
Rule
801.1
We agree that wife controls the trust.
File
Original Image - 2109001 Informal Interpretation
(182.53 KB)
Date
Rule
801.1(c)
Based on these facts, Settlor controls.
File
Original Image - 2109005 Informal Interpretation
(245.07 KB)
Date
Rule
Item 6(b)
Thank you for asking. Please list the husband and wife as holding 40% as a single “entity” in Item 6(b). If you would like, you can clarify in an endnote.
File
Original Image - 2109002 Informal Interpretation
(157.79 KB)
Date
Rule
Item 1(e), 1(f), 2(a)
Thank you for checking. You are correct that the Individual Person should be listed in Items 1(a) and 2(a) (as well as 3(a)). The Acquired Person should be listed in Items 1(f) and 3(a), as well as in...
File
Original Image - 2109003 Informal Interpretation
(161.02 KB)
Date
Rule
801.13, 801.10
The transaction is reportable. SOP is determined looking at the parties as they stand before the transaction.
File
Original Image - 2109007 Informal Interpretation
(199.61 KB)
Date
Rule
Item 4(b)
Yes, that would be fine. Please drop a note in Item 4b or the endnotes to the effect that the overlapping entities do not have separate financials.
File
Original Image - 2108005 Informal Interpretation
(155.94 KB)
Date
Rule
Item 6(a)
For Item 6(a), you need to list the highest-level entities the natural person controls and all the entities within these highest-level entities, not just the directly held entities. You can exclude...
File
Original Image - 2108002 Informal Interpretation
(225.32 KB)
Date
Rule
802.9
We view entering into an agreement that allows for the right to expand the board and appoint a member as incompatible with 802.9.
File
Original Image - 2108007 Informal Interpretation
(174.56 KB)
Date
Rule
801.1
We agree that the acquisition of less than 50% of the LLC interests is not reportable. However, we disagree with your analysis of the possible future acquisition of LLC interests. Company A’s...
File
Original Image - 2108001 Informal Interpretation
(176.55 KB)
Date
Rule
Item 5
We agree that you may restate the entire year’s sales.
File
Original Image - 2108003 Informal Interpretation
(232.51 KB)
Date
Rule
801.1, 802.30
The parties must assess how many Acquired Persons there are. For HSR purposes, the Acquiring Person will have a separate transaction with each Acquired Person and each must be evaluated separately for...
File
Original Image - 2108008 Informal Interpretation
(201.47 KB)
Date
Rule
801.1
Yes, this should be analyzed as A acquiring assets from B and B acquiring assets from A.
File
Original Image - 2108004 Informal Interpretation
(273.75 KB)
Date
Rule
801.13, 801.9
As you know, acquisitions that are part of the same transaction must be aggregated. While we do not have all of the facts, memorializing the acquisitions into a single document indicates that they...
File
Original Image - 2108006 Informal Interpretation
(261.43 KB)
Displaying 21 - 40 of 4450