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 141 - 160 of 4450
Date
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801.14, 803.5
The parties can notify both acquisitions in a single filing. They have to submit at least a Letter of Intent for the second acquisition along with the executed agreement for the first acquisition. The...
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801.10
You are correct; in an asset acquisition, assumed liabilities may not be deducted from the acquisition price.
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Item 2, Item 3
Agree. Thanks for laying this out so clearly.
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Item 7(c)(iv)
Item 7(c)(iv)(b) requires a list of the establishments of the person filing notification ( not its customers), where the person filing notification transacted business generating revenues in an...
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Date
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801.1, 801.13
Question 1: Correct, the thresholds apply to the acquisition of voting securities and not NCI. Question 2: Yes, if buyer is acquiring additional NCI you would aggregate if the NCI already held plus...
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801.11, Item 4
Submit the 2019 numbers. You can add an endnote explaining that the numbers are not final, confirmed, etc.
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802.21
You must submit a notification for the first acquisition to be consummated after the end of the 5-year window following the expiration of the waiting period for your previous filing. Unless you expect...
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803.9
We disagree. If Buyer is going to cross the $100 million (as adjusted) threshold, Buyer must file for the $100 million (as adjusted) threshold and pay the fee required for crossing the $100 million...
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802.21
You have to cross a threshold to take advantage of 802.21. So, your first example works as long as the $50MM threshold (as adjusted) is crossed. Your second example does not work because the $50MM...
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801.10
Yes, this amount should be included.
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801.2
We agree with your analysis.
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Rule
801.1, Item 5, Item 7
No. Your filing must include all information from the UPE health system.
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801.1, 803.9
These sound like separate, unrelated filings, so even though they may have similar responses, each must have its own form and attachments.
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803.5, 803.6
Identify a person who will be an officer or director of BuyCo and have that person sign the affidavit and certification.
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803.7, 803.10
1. Yes, that is still PNO’s position. 2. If ET is granted, the one-year waiting period expires on the day ET is granted one year later. https://www.ftc.gov/news-events/blogs/competition-matters/2017...
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Rule
Item 4, Item 6
For item 4(b), your suggested stipulation is sufficient or you can provide the most up-to-date balance sheet (to show that SOP is met) along with the annual report. For item 6(b) it is issued and...
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803.12
1. Yes, the request for early termination can be made in the cover letter accompanying the refiling. Please call out that a change is being made from the original filing. 2. Yes, the refiled form...
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Item 7
Just the States in which the Company actually conducts operations itself through its own employees.
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Displaying 141 - 160 of 4450