Skip to main content
Date
Rule
15 USC 18a(c)(10) 7A(c)(10)
Staff
Michael Verne
Response/Comments
Agree 7A(c)(10) exempts this.

Question

From: (redacted)

Sent: Thursday, July 06, 2006 7:14 PM

To: Verne,B. Michael

Subject: InformalHSR inquiry 7A(c)(10)

DearMike, please confirm that no HSR filing is necessary in the followingsituation:

Acquiring Party acquired 12%of Acquired Party's voting securities, put a board member on the board ofdirectors and filed an HSR (within the last 18 months) and was granted earlytermination. Acquiring Party now wishes to exercise its preemptive rights toprevent dilution of its holdings. These preemptive rights will cost theAcquiring Party approximately $100 million, but the Acquiring Party will nothold a percentage of voting securities greater than what it holds now (likelyit will be in the 8-9% range). I believe that this situation fits under 7A(c)(10)of the HSR Act.

About Informal Interpretations

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.

Learn more about Informal Interpretations.

Return to top