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 2721 - 2740 of 4604
Date
Rule
801.10 7A(c)(10)
Agree. B. Michael Verne 7/9/02
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(212.36 KB)
Date
Rule
802.50 801.2 801.10
[Re Paragraph 1] - Advised that if this is an asset deal, the foreign & U.S. assets would be separately analyzed. If the foreign assets have less than $50 mm in sales into the U.S., they are exempt...
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(72.43 KB)
Date
Rule
802.21
No 802.21 does not apply. (1) The original acquisition by A of B voting securities contained no information on C. (2) More importantly, C never held and does not currently hold any voting securities...
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(41.58 KB)
Date
Rule
801.10
Advised that if there is no reasonable basis for estimating the number of options that will be exercised, the acquisition price is undetermined and the value is the fair market value. N. Ovuka concurs...
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(39.19 KB)
Date
Rule
802.4
6/23 Confirmed advice by phone. Position only applies to minority interest, and not if it results in 100% of the LP interests. If issuer holds a majority interest in an LP, the value of the underlying...
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(57.67 KB)
Date
Rule
802.1
6/19 Advised writer that 802.1 does not apply
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(13.96 KB)
Date
Rule
801.10
6/18 Advised writer that market price is $7.05, not $6.05. Further, it appears that the number of shares of purchaser to be given in exchange is unknown. Therefore, the value based on market price...
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Original Image File
(354.3 KB)
Date
Rule
801.1(c) 801.2(a)
Escrow arrangement would include an unwind provision. Advised writer that advice by PS was correct. NMO
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(143.05 KB)
Date
Rule
7A(c)(6)
Advised writer by phone that I agree with the advice. It is the view of the Premerger Notification Office that the transaction is exempt under (c)(6). MV concurs.
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(214.11 KB)
Date
Rule
Item 5
The revenues attributable to those assets should be reported as Products Added in 5(b)(ii) with the most recent year revenues by 10-digit code. The theory is that unless you acquired a controlling...
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Original Image File
(40.99 KB)
Date
Rule
802.50
Advised that in the above scenario, both the US and foreign assets would be held as a result of the acquisition. The sales attributable to the U.S. assets are irrelevant to the analysis.
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(37.58 KB)
Date
Rule
801.10
Advised that if the contingent portion could be reasonably estimated then acquisition price is determined. If greater than fair market value, it is the value of the assets.
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(41.35 KB)
Date
Rule
801.2 802.4
Advised that the appropriate filing would be a single filing for A acquiring 100% of B. B. Michael Verne
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(45.36 KB)
Date
Rule
7A(c)(2)
Agree. Any loan secured by real property is exempt under the mortgage provision in 7A(c)(2). N. Ovuka concurs.
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(60.65 KB)
Date
Rule
803.10
Advised that 15 days is now correct
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(36.08 KB)
Date
Rule
802.30 801.2
Advised that two filings are required in the exchange: A files to acquire the assets from the partnership (B is acquired) B files to acquire the assets A transfers to the partnership (A is acquired) A...
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Original Image File
(55.41 KB)
Date
Rule
801.2
Advised that both scenarios would be viewed as an acquisition of the assets of the partnership by Partner 2. N. Ovuka concurs.
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(29.06 KB)
Date
Rule
801.10
Agree note that the fair market valuation is of the underlying assets, not the membership interests.
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(51.56 KB)
Displaying 2721 - 2740 of 4604