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 3261 - 3280 of 4604
Date
Rule
802.20
12/9/96 - Advised writer that I agreed with his conclusion. However, disagreed with sentence two in paragraph (2) above. The HSR Act says nothing about partnership interests. The5/29/87 SBP at 20061...
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(100.6 KB)
Date
Rule
801.2
I concur with this letter. PS. TH and RS agree. Called (redacted) 12/3/96 and informed him
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(103.48 KB)
Date
Rule
801.40 (LLC formation, partnership formation)
12/2/96 - Advised writer that neither the partnership or LLC formation would be reportable under HSR. However, partnership would be controlled by A & B due to their direct holdings of49.5% and their...
File
Original Image File
(129.12 KB)
Date
Rule
801.1 (c); #76 Premerger Notification Practice Manual
Facts presented indicate that the 4 entities have entered into a partnership agreement for the operation of the hospitals. If there is a management agreement with operation of hospital by previous non...
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Original Image File
(148.28 KB)
Date
Rule
801.11 (c); 802.20; #158 Premerger Notification Practice Manual
Since the consolidating statement is part of the annually prepared financial statements it should be included in determining the annual sales of the subsidiary to be sold. Together they show “net”...
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Original Image File
(169.91 KB)
Date
Rule
801.1(c); 801.90; #239 Premerger Practice Manual
Answer to 11/21/96 letter to Victor Cohen from (redacted). Possible transfer “a.”: the transfer of an undivided 50% interest to B1 is the transfer of an asset and reportable if all HSR tests are met...
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Original Image File
(146.98 KB)
Date
Rule
801.40
11/20/96 A should report for its acquisition of B assets. Subsequent formation of LLC is exempt. To meet “continuum theory” criteria, the last event must be reportable which it is not here. RS concurs...
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(111.33 KB)
Date
Rule
802.64 (a)(7)
11/14/96 Advised writer that it was the view of the PMN Office (PS, NO, TH and VC) that(redacted) can qualify as a finance company under 802.64(a)(7). I pointed out to the writer that in order to use...
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Original Image File
(89.62 KB)
Date
Rule
801.1(b)(2)
11/14/96 - Agreed with conclusion of letter. In order to have an objective, easily administrable control by contract criterion, the test is whether the person has the contractual power to appoint half...
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(107.04 KB)
Date
Rule
802.51(d)
11/8/96 – Advised caller’s assistant that income from securities and other investments must be included in revenues for 802.51(d) even though such securities and investments may be in foreign firms...
File
Original Image File
(277.64 KB)
Date
Rule
801.1(c); #70 Premerger Notification Practice Manual
Based upon the agreement of the parties to consummate the transaction requiring C to convert debt into equity as an integral step in the acquisition process and because C will only hold the voting...
File
Original Image File
(107.13 KB)
Date
Rule
801.40; Interpretation #199
Section 801.40 applies to this transaction based on the fact including: identity of the purchasers is known, sale of stock is timely to the shareholders and IPO; the money raised is used to purchase...
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Original Image File
(117.32 KB)
Date
Rule
7A(c)(1)
Acquisition of credit card servicing rights relating to the authorization, clearing & settlement of transactions based on credit card sales is considered an acquisition of assets that is exempt as...
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Original Image File
(118.58 KB)
Date
Rule
7A(c)(3); 7A(c)(10)
When Corp. A acquires the remaining 70% partnership interest in LTD it has acquired the LTD assets and creates a fileable event. Since the partnership is collapsed Corp. A may place the assets into...
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Original Image File
(138.88 KB)
Date
Rule
801.40 (LLC formation)
Formation of an LLC that has a governing body limited to officers, directors or employees of forming persons, who each take back a 50% interest in the LLC, is considered to be the formation of a...
File
Original Image File
(144.37 KB)
Date
Rule
801.10 (c)(2); #118 Premerger Notification Practice Manual
None
File
Original Image File
(39.85 KB)
Date
Rule
801.10
Each of the four are acquiring an asset interest whose fair market value/purchase price is less than $15 MM. These transactions (if they meet the size-of-person test) do not meet the size-of...
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Original Image File
(41.67 KB)
Date
Rule
801.1(f); 801.12(b)
10/25 - called writer to confirm
File
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(54.34 KB)
Date
Rule
801.90; 801.11(e); 801.1(b)(1)(ii)
10/22/96 - Writer advises that preferred returns to all partners in a partnership is not unusual. Sometimes given to partners who are making the major contributions and sometimes given to all. As a...
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Original Image File
(115.82 KB)
Date
Rule
802.30
Called writer on October 15, 1996, and explained that because X already controls Z (by holding51% of Zs voting stock) X's repurchase of Zs voting stock is exempt under Rule 802.30. Further, because Y...
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(94.4 KB)
Displaying 3261 - 3280 of 4604