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 4620
Date
Rule
801.10
You are correct that the size of the transaction would be the determined acquisition price or fair market value of the voting securities, as required by Rule 801.10. Note, however, that allocating the...
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Original Image - 2407002 Informal Interpretation
(602.58 KB)
Date
Rule
803.6
The approach you propose is not acceptable. Company A is within Fund B, so a properly authorized individual must certify the whole filing.
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Date
Rule
803.9
Confirmed.
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Original Image - 2407004 Informal Interpretation
(536.54 KB)
Date
Rule
801.2, Item 6(b)
Based on what you describe, a filer could not properly certify the contents of Item 6(b). Based on the facts described, it is too early to properly certify an HSR filing for any anticipated...
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Original Image - 2406004 Informal Interpretation
(629.56 KB)
Date
Rule
802.10
We disagree. It appears that all (or most) of the individuals or entities that will be receiving voting securities of ListCo do not directly or indirectly hold interests in Initial TopCo. Instead...
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Original Image - 2406001 Informal Interpretation
(490.99 KB)
Date
Rule
802.51, 801.2
Rule 802.51 is not available to Company B for the amalgamation. In determining whether a consolidation is reportable, each side must evaluate the transaction as an acquisition of 100% of the other...
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Original Image - 2406003
(174.73 KB)
Date
Rule
801.10
An acquisition price in foreign currency does not automatically render the transaction value undetermined. See https://www.ftc.gov/enforcement/premerger-notification-program/hsr-resources/converting...
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Original Image - 2406002 Informal Interpretation
(235.78 KB)
Date
Rule
802.9
We view these facts as incompatible with 802.9.
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Date
Rule
802.21, 802.30
Assuming the instrumentality analysis is correct, we agree.
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Original Image - 2405003 Informal Interpretation
(847.84 KB)
Date
Rule
801.2, 802.4, 803.4
Since Fund A intends to acquire 100% of Fund B, Fund A should make one filing as a non-801.30, but must make the filing and observe the waiting period prior to either step of the transaction. The...
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Date
Rule
801.30
Confirmed. Just as a reminder, if the CTO is under foreign law, it must conform to US CTO rules to be eligible for the 15-day waiting period.
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Original Image - 2405002 Informal Interpretation
(608.98 KB)
Date
Rule
801.1, 801.2
So long as Trustee One’s rights stem from his role as a trustee and are not granted to him in his personal capacity, Trust is the UPE.
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Original Image - 2404003 Informal Interpretation
(868.29 KB)
Date
Rule
801.2
Assuming a majority of the shares of the top-level entity are still considered part of the estate of the decedent, the estate would be the UPE.
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Date
Rule
801.11
Section 801.11(d) only applies to assets that a natural person holds directly. Hence, the assets of the LLC entity, as shown on the last regularly-prepared balance sheet produced within the 15 months...
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Original Image - 2404001 Informal Interpretation
(177.02 KB)
Date
Rule
801.1, 801.2
Because Person A has the power to remove and replace the trustees of the two trusts, she has control of both trusts. Additionally, the holdings of married couples and their minor children are all part...
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Original Image - 2404002 Informal Interpretation
(834.46 KB)
Date
Rule
801.2
We agree that the trust would be its own UPE, based on the facts you presented.
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Original Image - 2403007 Informal Interpretation
(559.11 KB)
Date
Rule
801.30
We confirm both points.
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Original Image - 2403005 Informal Interpretation
(736.34 KB)
Date
Rule
Item 4
The holding company’s consolidated financial statement is required because the holding company is the UPE of the acquired person. If the entity from which the assets will be acquired has regularly...
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Original Image - 2403003 Informal Interpretation
(618.32 KB)
Date
Rule
802.21
Yes, it does.
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2403001 Informal Interpretation
(235.58 KB)
Date
Rule
803.9, Item 3
Based on your representation that each of the 10 acquired entities is its own UPE, there are 10 potentially reportable transactions. If 2 of the 10 turn out to be reportable, then there should be two...
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