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 241 - 260 of 4612
Date
Rule
801.1
We agree that Step 2 is a consolidation – X acquiring Y from B and B (via Y) acquiring X. As for potential backsides, because this is a consolidation, you must look at Newco after the contributions of...
File
Original Image
(368.42 KB)
Date
Rule
Item 5
We agree that revenues from contracts negotiated and executed outside the US do not get reported in Item 5, unless they are booked in the US.
File
Original Image
(152.54 KB)
Date
Rule
802.5
We agree with your analysis.
File
Original Image
(193.92 KB)
Date
Rule
7A(c)(2)
Please click on Original Image to view this informal.
File
Original Image
(368.42 KB)
Date
Rule
802.30
No, it doesn’t qualify for 802.30 because A controls B (which controls C) through the contractual right to appoint directors and not via ownership of voting securities.
File
Original Image
(253.49 KB)
Date
Rule
802.2
We agree that the management contracts could be incidental to the timeshare business as long as Target owns the properties it manages; however, the assets of the management business itself would not...
File
Original Image
(841.55 KB)
Date
Rule
802.9
Your scenario below does not preclude 802.9, but, as you are in possession of all the facts related to this inquiry, you will need to make the final call and be prepared to defend any decision not to...
File
Original Image
(113.03 KB)
Date
Rule
801.30
Your transaction would not qualify for CTO status – the CVR is not a “present cash payment” (see PNPM #218) as it involves a potential future cash payment.
File
Original Image
(663.33 KB)
Date
Rule
801.11
If the acquired entity’s financials show that size of person is met, you can rely on those.
File
Original Image
(173.65 KB)
Date
Rule
7A(c)(1)
We disagree. The assets you describe are not exempt under 7A(c)(1).
File
Original Image
(283.23 KB)
Date
Rule
801.11
Based on the facts you present, we agree that this is not income-producing property.
File
Original Image
(193.01 KB)
Date
Rule
803.5
The signatures attest to the accuracy of the filing and you need to be certain nothing has changed if you want to rely on them.
File
Original Image
(89.91 KB)
Date
Rule
801.13
Party A should wait and file before the closing that would confer control.
File
Original Image
(168.03 KB)
Date
Rule
801.1, 7A(a)(2)
If all of the manufacturing is performed by third parties, your client is not engaged in manufacturing for purposes of Section 7A(a)(2) and Section 801.1(j).
File
Original Image
(138.1 KB)
Date
Rule
Item 5
Our suggestion is to ask the business people which of the available NAPCS descriptions is closest to the product your client manufactures that relates to the 6-digit code and report the revenues...
File
Original Image
(81 KB)
Date
Rule
Item 5
Your approach is fine.
File
Original Image
(86.09 KB)
Displaying 241 - 260 of 4612