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 2021 - 2040 of 4604
Date
Rule
801.10
Yes buyers is acquiring 100% of Target valued at $67.2MM, even though it will hold only 88.8% of Newco.
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Date
Rule
15 USC 18a(c)(10) 7A(c)(10)
Agree 7A(c)(10) exempts this.
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(23.32 KB)
Date
Rule
15 USC 18a(c)(1) 7A(c)(1)
Agree.
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(116.8 KB)
Date
Rule
801.2
Yes A would have to get a separate certification from B and submit the boilerplate letter I sent. The parties can put conditional language in the affidavit.
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(28.44 KB)
Date
Rule
Form Item 5
Because the product nerve physically passes through a US establishment, it would be excluded fro Item 5.
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(33.48 KB)
Date
Rule
801.10
Yes - if the options are exercised they are voting securities, even if they will never vote. On your second issue, the purchase price adjustment would have to be taken into account. If there is a...
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(31.44 KB)
Date
Rule
801.10
The consideration of ??? is to seller for its interest in LLC is $25MM, so that the is the size of transaction.
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(34.04 KB)
Date
Rule
15 USC 18a(c)(1) 7A(c)(1)
- Agree UPDATE: December 9, 2021: This no longer represents the positon of the PNO. Section 7A(c)(1) does not exempt the assets underlying the exempt financial instrument, such as a lease. Another...
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(107.33 KB)
Date
Rule
15 USC 18a(c)(10), 802.21
Agree.
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(62.15 KB)
Date
Rule
802.2(c)
NO 802(c)(2)(i) excludes manufacturing facilities that have not yet begun operation.
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(88.22 KB)
Date
Rule
801.1(a)(2), 801.2
As long as the 99 year period does not exhaust the useful life of the parkway, it is akin to entering into a lease, which is not reportable. I thin another out is that VDOT is a state agency, and...
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(71.59 KB)
Date
Rule
801.1(c)
Updated July 2014: This is no longer the position of the PNO. A distribution of anything other than cash (i.e., voting securities, assets, non-corporate interests) to the settlor of a GRAT is a...
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(67.91 KB)
Date
Rule
15 USC 18a(c)(10) 7A(c)(10), 802.30
The only potentially reportable portion of this transaction is the acquisition by C of the 14% interest in HoldCo. The transfer by B of its 50% interest in ABC Co. is exempt under 802.30. The...
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(104.3 KB)
Date
Rule
801.11(e), 801.90
There is no specified period of time, but an excessive delay could raise avoidance issues. See # 187 in the Premerger Notification Practice Manual.
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(96.74 KB)
Displaying 2021 - 2040 of 4604