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 2421 - 2440 of 4604
Date
Rule
Premerger Practice Manual 2003 101
Premerger Practice Manual - 1991 # 53 is not applicable. 2003 # 101 as reference. If price is undetermined than us FMV or reference 1991 # 116.
File
Original Image File
(65.2 KB)
Date
Rule
15USC18a(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 UPDATE: December 9, 2021: This no longer represents the positon of the PNO.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...
File
Original Image File
(112.1 KB)
Date
Rule
801.10, 803.7
Agree with valuation. Can file on acquisition 2, but must refile if not consummated within 1 year.
File
Original Image File
(123.36 KB)
Date
Rule
802.50
Agree that this is a reasonable method of allocating the value of the transaction between the U.S. & Foreign assets.
File
Original Image File
(222.96 KB)
Date
Rule
802.21
Advised that 802.21 requires that a notification threshold be met or exceeded as the result of an acquisition. If no voting securities were acquired in the year following notification, the exemption...
File
Original Image File
(471.41 KB)
Date
Rule
15USC18a(c)(10) 7A(c)(10)
Agree.
File
Original Image File
(181.48 KB)
Date
Rule
801.10
Do not include $9MM payoff of Debt.
File
Original Image File
(65.9 KB)
Date
Rule
801.10
Agree do not include $20MM in assumed debt. If there is an reasonable basis for estimating the adjustments, then the acquisition price is determined.
File
Original Image File
(124.65 KB)
Date
Rule
801.4, 802.51
Agree. N Ovuka concurs. UPDATE March 23, 2015: The PNO’s current position is that where the primary acquisition is exempt under 802.51 or 802.52, any secondary acquisition (as defined in Section 801.4...
File
Original Image File
(184.77 KB)
Date
Rule
802.51
Advised that the foreign exemptions are inapplicable to an acquisition of a US issuer.
File
Original Image File
(109.07 KB)
Date
Rule
Fair Market Value
Agree
File
Original Image File
(186.1 KB)
Date
Rule
15USC18a(c)(1) - 7A(c)(1)
Agree
File
Original Image File
(148.01 KB)
Date
Rule
15USC18a(c)(2) 7A(c)(2)
7A(c)(2) does not exempt this transaction.
File
Original Image File
(126.08 KB)
Displaying 2421 - 2440 of 4604