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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Date
Rule
802.2(f)
No the PNO interprets this exemption narrowly and water parks do not fit the swimming club facility language. These are more akin to them parks, which are not exempt. N Ovuka concurs.
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Date
Rule
Formal Interpretation 15
Agree. N Ovuka concurs.
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Date
Rule
Item 4(c)
Board minutes can be redacted to supply only the relevant portion. Any other documents can only be redacted on the basis of privilege.
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Date
Rule
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 UPDATE: December 9, 2021: This no longer represents the positon of the PNO.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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Date
Rule
802.51
Not reportable.
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Date
Rule
801.10
Stepping into an existing contract is the acquisition of an asset, but its only value is whatever premium is being paid to step in. Since there is no premium in this case, there is no value. N Ovuka...
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Date
Rule
801.10
Agree, as long as these are bona fide consulting contracts they are not part of the consideration for the assets.
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Date
Rule
802.2(c), 802.3(a), Formal Interpretation 15
Agree on asset sale. Sale of LLC interest
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Date
Rule
802.5
Confirmed advice. M Verne concurs.
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Rule
802.4
The minority v/s interest would not count toward the $50MM limitation for non-exempt assets under 802.4, but the partnership assets and contractual rights would. If the rights are valued at $25MM or...
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(54.21 KB)
Date
Rule
801.1(b)
This sounds like more than just designating a successor if the trustee dies or resigns. The right to replace language implies that the settlor can remove the trustee. Advised that the settlor is the...
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Date
Rule
801.1(b)
The bank as trustee does not control the trust. Usually the issuer whose v/s are held in the ESOP has the right to remove/replace the trustee. If this is the case, the issuer controls the ESOP. If not...
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Rule
802.50, 802.51
Use the average exchange rate for the period.
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Rule
802.50, 802.51
Same as size-of-person test. Cannot be more than 15 months old.
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Date
Rule
801.1(c)
Agree. The investment advisor does not hold any of the V/S in the separately managed accounts on the partnership. No aggregation is required among them.
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(57.05 KB)
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