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Date
Rule
802.51
Staff
Michael Verne
Response/Comments
Goodwill needs to be included, but it can be allocated between the foreign and US assets it is associated with.

Question

From:

(redacted)

Sent:

Monday, October 27,2008 8:06 PM

To:

Verne, B. Michael

Subject: HSR question

Mike,

I hope that you are doing well. I would greatlyappreciate your input regarding an HSR issue that we are evaluating. Ourclient, a U.S. company, is looking to acquire voting securities of a foreignissuer (Company B). We are attempting to determine whether under 802.51 wewould need to submit an HSR filing. Company B's sales in the U.S. are below $63.1 million. My question is, looking at the U.S. assets of Company B, howto calculate "goodwill." If we would count all of"goodwill" as an asset then it would be above the $63.1 millionthreshold. Can goodwill be excluded in this calculation?

Thank you in advance for your assistance.

Best,

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.

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