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 3101 - 3120 of 4604
Date
Rule
801.11(c)(2), See 7A(a)(2)(B)
6/8/99 - Advised writer that the ?special financial statement? prepared by the to-be-acquired person at the direction of the acquiring person for purposes of the proposed transaction was not regularly...
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Original Image File
(28.04 KB)
Date
Rule
F.I. 15
6/4/99-Advised writer that neither of the persons forming Newco LLC has a reportable event since neither is deemed to hold 100% of the partnership or LLC interest being contributed to the LLC by the...
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(82.95 KB)
Date
Rule
7A(c)(9); 802.9
See below. UPDATE 4/27/15: This interpretation is out of date and no longer the position of the PNO.
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(63.68 KB)
Date
Rule
801.40; 802.30
Formation of Newco is reportable. 802.30 does not apply.
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(36.35 KB)
Date
Rule
802.2(c)
Confirmed with the author that this is current PNO policy.
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(40.62 KB)
Date
Rule
801.11
If the assets for the company are less than $10 million, then a pro-forma must be created. We don’t take personal financial statements prepared for loans. A pro-forma must be created for the FTC...
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Original Image File
(56.17 KB)
Date
Rule
801.1(b)
Advised writer that PMN Office would conclude that I-1 holds 55% of LLC through control of Corp. B, bout would not be deemed to hold the remaining 45% through control of I-1/2 LLC, thus does not hold...
File
Original Image File
(46.79 KB)
Date
Rule
Item 4(c)
5/25/99-discussed letter with MV, TH and MB. We concluded that, in this particular fact situation, the CTO filing should include only those 4(c)s relating to the CTO transaction, at the $15 MM...
File
Original Image File
(77.45 KB)
Date
Rule
Item 4(c)
5/25/99-advised writer that the PMN Office reads the obligations imposed by item 4(c) to apply to the acquisition for which an HSR filing is being made. Exempt or non-reportable aspects of the...
File
Original Image File
(25.3 KB)
Date
Rule
801.11
5/24/99-Advised writer that we agreed with deduction of amounts paid to Company B, which are passed onto worksite employees (with benefits and payroll taxes), thus making of non-reportable size.
File
Original Image File
(41.96 KB)
Date
Rule
801.2
5/24/99-Called writer and advised that As providing B with advertising and promotional services and contract was not an acquisition of assets by B and illegible no report for this side of the...
File
Original Image File
(23.79 KB)
Date
Rule
801.1(b)
Called writer on 5/20/99. Agree with analysis. [note 1-Among Mr. B, Mr. Bs father (and Mr. B agreed)]-[note 2-Mr. B can designate 1 director (33.3%) and Mr. B hold (33.3%). Thus Mr. B controls.
File
Original Image File
(48.76 KB)
Date
Rule
802.10; 7A (c)(10)
5/18/99-Left phone mail message for writer advising that the PM "illegible" Office agrees with this conclusion
File
Original Image File
(41.97 KB)
Date
Rule
Item 4(c)
Agree. This is not a 4(c) document 5/10/99
File
Original Image File
(21.34 KB)
Date
Rule
802.9; 7A(c)(9)
5/7/99-Advised writer that under present factual setting, A can purchase 1.7% of voting stock of B and claim the 802.9 exemption. However, the Premerger Office is of the view that the last two...
File
Original Image File
(129.17 KB)
Date
Rule
801.1(c)(3); 801.1(b)
5/7/99 - Called writer and advised that Premerger Office can and will only look at settlor’s power to remove and replace trustees of a trust. Settlor has that power here and, thus, controls trust and...
File
Original Image File
(99.24 KB)
Date
Rule
801.40 802.20
Agree-No filing is required 5/6/99- Dick Smith concurs [note 1-who is partnership? Y corporation?]-[note 2-All shareholders of Newco have been identified prior to this transaction]-[note 3- more than]...
File
Original Image File
(68.16 KB)
Displaying 3101 - 3120 of 4604