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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Item 5
There is no requirement that B provide information on the entities it plans to acquire if A closes on the A accusation of B voting stock first.
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Formal Interpretation 15
Y does not have the right to 50% of the assets on distribution.
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15 USC 18a(c) (5)(6) 7A(c)(5)(6)
Advised (redacted) to file under H-S-R for this transaction, It is not exempt per letter to R. Smith 08/07/98 with similar fact pattern.
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802.9
UPDATE January 9, 2017: This no longer represents the position of the PNO, see Informal Interpretation 17010004 Agree
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802.1, 802.2(d)
#1. (i) refer to comment #1 (ii) yes last statement No. #2 Yes #3 No. #4 Correct #5 refer to commentComment: parking lots/office space acquired in conjunction with a business was not exempt under 802...
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801.2(d), 803.3
Refer to staff comments.
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801.4, 802.2(d), 802.4
This is not an 801.40 analysis. We would treat this as a "consolidation"' Company A is deemed to have acquired all of the assets of partnership B and partnership B is deemed to have acquired all of...
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802.4
Company A acquiring partnership B: - 100% interests - look through to underlying assets - minority interest - exempt regardless of underlying assets Partnership B acquiring Company A - minority or...
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801.10, 801.21, 802.4
Concur
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Item 7
Assets which do not constitute an entity.
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801.2
If it is purely a marketing/distribution license, it is not considered the acquisition of an assets, even if it is exclusive.
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Rule
801.13, 801.10
Agree - This is the proper analysis for voting securities traded on a national exchange. B. Michael Verne 08/29/00
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801.1(a)(2)
Agree. A corporation controlled by an agency, which itself is not an agency, is an entity. An agency which is a corporation is not. B. Michael Verne 8/9/00
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801.1(a)(3), 803
No response
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Date
Rule
801.40
Agree. N.Ovuka concurs.
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Displaying 2921 - 2940 of 4604