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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Date
Because the acquisition is one transaction, the company may rely on the balance sheet available at 12/95 when it begins consummating the deal.
File
Original Image File
(139.92 KB)
Date
Rule
801.40; 801.2(d)
10/27/95 - talked with writer. As to l., the joint formation seems to be in connection with a subsequent merger. (Also, forming persons are not $10MM in size and thus not reportable under 801.40). As...
File
Original Image File
(148.98 KB)
Date
Rule
802.50(b), 801.21
I disagree with the PMN Office approach in #268. (AS concurs). Have advisedto file as one transaction because of nexus with the U.S., 802.50 does not apply tothe second part. Called (redacted) 10-25...
File
Original Image File
(145.89 KB)
Date
Rule
801.40
110/23 Spoke to writer: Exemptions are limited to officers and directors but can include employees of either side.
File
Original Image File
(177.53 KB)
Date
Rule
7A(c)(1)
10/14/95 - Advised co-author that letter reflects position of Premerger Office concerning realty purchases by REITs which have not yet qualified with IRS. Noted that should REIT fail to qualify the...
File
Original Image File
(124.41 KB)
Date
Rule
802.10; 7A(c)(10)
10/13/95 - Advised writer that it is the view of the PMN Office that the transaction described would be exempt under 802.10. Letter 236 in 1991 ABA book notes that creation of a new shell holding...
File
Original Image File
(79.74 KB)
Date
Rule
801.40
10/13/95 - Advised writer’s phone mail that letter was correct in its statement of how the PMN Office presently views formation of LLC’s. RBSmith
File
Original Image File
(114.36 KB)
Date
Rule
801.40; 801.2(d)
10/11/95 - Advised writer that filing as an 801.40 formation was inappropriate in this fact setting. While Company A is being merged in a sub of Newco Company B remains inexistence as a contributor to...
File
Original Image File
(118.9 KB)
Date
Rule
7A(a)(c)(8); 801.10(b); 802.20
10/5/95. Called writer. He confirmed that none of the listed entities controlled any other entities. Fair market value of Partnership assets is not book value and has been determined without...
File
Original Image File
(99.43 KB)
Date
Rule
801.2; 801.1(a)(2)
10/4/95 - Left phone mail message for writer that I agreed with his conclusion. (Noted, however, that I was not addressing the issue of potential HSR reportability for the two licenses presently held...
File
Original Image File
(155.83 KB)
Date
Rule
7A(a)(c)(8); 801.10(b); 802.20
See File # 9510002
File
Original Image File
(42.86 KB)
Date
Rule
801.11; 801.40(c)
Entering into a contract which will be assigned to a third person, does not require an HSR filing, since it is not an acquisition. Other points discussed in letter are correct. They relate to size...
File
Original Image File
(256.47 KB)
Date
Rule
802.40; 801.40
Advised the requestor that the change in structure does not alter the advice previously given. The transaction is still exempt under 802.40. Although the contributor in question is contributing...
File
Original Image File
(99.96 KB)
Date
Rule
802.1; 7A(c)(1)
Does Intermediary get beneficial ownership at any time? No Intermediary is not acquiring anything. The acquisition by purchaser (a REIT) is exempt under 802.1 or C-1. Talked to (redacted) 9/22/95
File
Original Image File
(86.71 KB)
Date
Rule
802.1
9/19 - Called writer, confirmed above
File
Original Image File
(47.33 KB)
Date
Rule
802.1(b); 7A(c)(1)
Called (redacted) 9/18/95 - Transaction 1 - Appears to be reportable (if size-thresholds are met for the size-of person test). It is the purchase of $25mm worth of assets. It goes beyond letter #139...
File
Original Image File
(281.19 KB)
Date
Rule
7A(c)(1)
confirmed on Sept. 14, 1995 (by phone)
File
Original Image File
(87.65 KB)
Date
Rule
801.1(a)(2), 801.1(a)(3), 801.11
9/13/95 - Writer confirmed that not-for-profit would make purchase before its next regularly prepared balance sheet was issued and then the cash provided to make the acquisition would not be included...
File
Original Image File
(93.93 KB)
Displaying 3421 - 3440 of 4604