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 3281 - 3300 of 4604
Date
Rule
801.40
October 15, 1996, called writer and advised him that Corp. A through the LLC must file forcertain assets of Corp. B. The LLC must file for certain assets of Corp. B. The LLC formation is exempt under...
File
Original Image File
(142.53 KB)
Date
Rule
802.2 (e); 802.5
Called 10/11/96. This is not exempt. The “intent†is to buy and run a casino. A is not acquiring the building “solely†for the purpose of being a landlord. Its intent is to own and operate a...
File
Original Image File
(110.02 KB)
Date
Rule
801.2(d)(l)(ii); 801.2(d)(ii); 803.2(c)
10/8/96 - Called writer and advised that filing should be made as noted in the letter. (The PMN Office has given this advice in similar fact situations in the past per Patrick Sharpe). At top of page...
File
Original Image File
(845.94 KB)
Date
Rule
801.40 (LLC formation)
10/7/96- Advised writer that I agreed with her conclusions and analysis except for the analysis in the penultimate paragraph of the letter. Here, 801.40 requires that two forming persons of the LLC...
File
Original Image File
(170.64 KB)
Date
Rule
802.20(a); 801.10(b) (partners purchase of other partners interest)
10/3/96 - Writer confirmed that purchase price in 4th line on pg.2 included assumption of liabilities. Last line in 2nd par. on pg.2 refers to 801.13 asset aggregations purchase. Since "option" is for...
File
Original Image File
(177.22 KB)
Date
Rule
801.1(b); 802.30
Advised caller that the corporate restructuring resulting in a change of control of entities within the same person occurring in connection with an acquisition of that person was not separately...
File
Original Image File
(417.3 KB)
Date
Rule
801.1; PMM #94; 1-25-96 letter to A.V.
Mere power to nominate would not constitute an acquisition of voting securities. In this case Company B can only nominate and cannot appoint a director whereas in No. 94 the person obtained a...
File
Original Image File
(122.06 KB)
Date
Rule
802, 7A(c)1
Assets being sold do not constitute a separate division or operating unit. Bank continues to issue debit cards w/retailers name and uses same personnel to collect amounts due. RS agrees.
File
Original Image File
(117.4 KB)
Date
Rule
801.40 (partnership formation); 802.20
9/27/96 - Advised writer that PMN Office does not view this as part of partnership formation. A filing is needed for partnerships purchase of assets.RBSmith
File
Original Image File
(96.53 KB)
Date
Rule
801.10, 801.1(c)(8) - LLC Intraperson transaction.
I concur. The 60% owner (also UPE) of the LLC already filed for the very same assets last year. The assets of the LLC are the same. No new assets have been added. Called (redacted)9/26/96 PS. RS...
File
Original Image File
(78.07 KB)
Date
Rule
801.40
Called (redacted) 9/13/96 - I concur with this letter. PS
File
Original Image File
(85.44 KB)
Date
Rule
801.40; 802.40
The PMN Office has determined that the asset transfer comes under the umbrella of a formationof an entity (joint venture) that does not have voting securities. Not reportable. PS - TH - RSconcur...
File
Original Image File
(94.58 KB)
Date
Rule
802.4
Advised the requestor that the merger is exempt under 802.4 of the rules. The assets held by the acquired firm consist primarily of time shares which are interests in real property that in this case...
File
Original Image File
(138.16 KB)
Date
Rule
801.40
8/30/96-Left phone mail message with writer that I agreed with his conclusion that formation of LLC was on a continuum and that its final (and steps leading thereto) formation was non-reportable. RB...
File
Original Image File
(80.81 KB)
Date
Rule
801.40
8/30/96 Writer states that the term ?representatives? of X, Y, and Z means officers, directors or employees of these three persons. I agreed with conclusions that this is the ?formation? of non...
File
Original Image File
(105.56 KB)
Date
Rule
801.1(b)(2)
8/12/96-Writer confirmed that the fifth director, nominated by the two directors appointed by X and the two appointed by Y, must then be elected to the board by the vote of X, Y and Z. I agreed with...
File
Original Image File
(77.45 KB)
Date
Rule
801.40
8/12/96-Called writer and left message that I agreed with his conclusion that no 801.40 filing was required for the formation of the subject LLC. RB Smith
File
Original Image File
(148.01 KB)
Date
Rule
801.40
8/9/96-Advised writer that since only one person is deemed to be acquiring voting stock in the formation of the LLC noted above, no report was required and Section801.40 of the HSR rules. RB Smith
File
Original Image File
(103.33 KB)
Date
Rule
801.40
8/6/96-Called writer and advised that no report was required for formation of LLC since persons serving on board of LLC will be officers, directors or employees of the respective forming persons...
File
Original Image File
(78.39 KB)
Displaying 3281 - 3300 of 4604