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 3721 - 3740 of 4604
Date
Rule
7A(a); 801.11
11/2/92 - called (redacted). He states that very recent financials (12/91annual sales) are being used for both sides. (Redacted) constitutes the vast bulk of (redacted) operations. (Redacted) assets...
File
Original Image File
(40.81 KB)
Date
Rule
Item 4(b) of the Form
Called [redacted]. Advised that the PMN Office had concluded that the Company's year-end financial statement was an annual report and is therefore covered by Item 4(b) and must be submitted with the...
File
Original Image File
(239.2 KB)
Date
Rule
801.10(c)(2)
Contract for re-insurers is ordinary course of business, not an acquisition in this matter. When [redacted] takes over policies an acquisition will occur and is reportable since competitors are...
File
Original Image File
(83.65 KB)
Date
Rule
801.1
Facts indicate that transfer of non-cash assets to partnership for cash is part of formation process and is exempt. Timing of transfer and fact that partnership was not funded and not active are...
File
Original Image File
(119.33 KB)
Date
Rule
802.30, 801.1(f)(i)
10/30/92 Advised that under Section 617.011 of newly revised Non-Profit Corporation Act and non-profit corporation Cs by-laws, it was the Premerger Offices conclusion that X and Y held voting stock in...
File
Original Image File
(89.89 KB)
Date
Rule
801.1(c)(3). 802.71
I concur with this with exceptions noted in margin. Called (redacted) 10-26-92. RS concurs.
File
Original Image File
(74.38 KB)
Date
Rule
802.52
8 Oct. 92 Called. Exempt
File
Original Image File
(71.24 KB)
Date
Rule
802.20; 802.50; 801.90
10/6/92 Agreed with conclusion in letter. In hypothetical on page 2, the business justification for the spin off is that A only wants to purchase certain assets of subsidiary Y. The substance of the...
File
Original Image File
(116.8 KB)
Date
Rule
801.11(e)
10/6/92: I contacted (redacted) and informed him that if transaction is structured as Exhibit B, 801.11(e) is inapplicable for Step 2 and a filing would be required. NMO
File
Original Image File
(141.1 KB)
Date
Rule
802.1, 801.1(b), 801.1(c)
I have talked to both parties and have found that the warehouse is owned by a revocable trust. There are at least four settlors of the trust (including B) that are also the beneficiaries. Consequently...
File
Original Image File
(88.49 KB)
Date
Rule
801.40
For purposes of 801.40 analysis, the taking of an equity or membership interest in a limited liability company is tantamount to acquiring a voting security in a corporation. RS agrees with this...
File
Original Image File
(52.86 KB)
Date
Rule
801.1(c)(1)
Acquisitions that are theoretically reportable in the instant letter in which third person (Corp. C) will file for acquisition need not be filed for by A and B due to applicability ofContinuum Theory...
File
Original Image File
(157.21 KB)
Date
Rule
7A(c)(4)
9/25 - Talked to the writer. Indicated that I concurred with his analysis that the acquisition of voting securities by B of As voting securities from LP1 was exempt under (c)(4).
File
Original Image File
(71.99 KB)
Date
Rule
801.11(b); 801.11(c)
9/25 Called and confirmed that this letter reflects the advice given; also confirmed that the financial statement of 1/3/192 is one of a series of such statements and that such statements are and have...
File
Original Image File
(83.02 KB)
Date
Rule
801.1(b)
Called on 9/23/92. Informed the writer that he was generally correct. However, I clarified that the partnership will be considered its own UPE, if prior to the transaction to acquire all the...
File
Original Image File
(162.54 KB)
Date
Rule
801.11(c)
Confirmed that total assets are less than $100 mm. This does not meet the size-of-person test. Called (redacted) 9-10-92.
File
Original Image File
(88.18 KB)
Date
Rule
7A(c)(1)
This is an acquisition of rights in and to unproductive property and assets incidental to real property for $20 MM – exempt under (c)(1); called (redacted) 9-9-92; Tom Hancock and Richard Smith concur
File
Original Image File
(208.46 KB)
Date
Rule
801.1(c)(1); 802.1(a); 801.10
See File #9208011 for original letter
File
Original Image File
(27.82 KB)
Date
Rule
801.1(c)(1); 801.2(a); 801.10
Contacted (redacted). Informed him that we (including R Smith) agree with conclusion, specifically 1. actual adjusted price is the consideration 2. A is merely acting as an “agent” for C & D.
File
Original Image File
(125.29 KB)
Displaying 3721 - 3740 of 4604