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 41 - 60 of 4612
Date
Rule
801.10
It appears that you have determined that a fair market value must made pursuant to 801.10. The board of directors of the acquiring UPE (or its delegee) must make this determination on a commercially...
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Original Image - 2311006 Informal Interpretation
(205.95 KB)
Date
Rule
802.5
Based on the below, the assets aren’t currently rented or held for rent, but are the sites on which the sellers/their affiliates operate a business. As a result, 802.5 is not available.
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Original Image - 2311005 Informal Interpretation
(176.73 KB)
Date
Rule
802.2, 803.9
You should value everything that is being acquired that is not exempt. Any rental relationship between the targets is not relevant for HSR analysis. See 803.9(c).
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Original Image - 2311007 Informal Interpretation
(189.17 KB)
Date
Rule
Item 5
You should report the codes in Item 5, along with an explanation about the negative revenue, and Item 7 information if any of the codes capture overlaps.
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Original Image - 231103 Informal Interpretation
(167.44 KB)
Date
Rule
802.50, 802.51
While we agree that these do not appear to be sales in or into the US, you have all the facts and will need to make the final call on the analysis (and be prepared to defend it should the agency...
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Date
Rule
801.2
We typically see both spouses listed as the UPE, but only one of them has to sign.
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Original Image - 2311001 Informal Interpretation
(130.96 KB)
Date
Rule
803.7
It is acceptable to file more than 30 days before the 5 years run and a prior transaction number in the cover letter and in Item 3(a) would be very helpful.
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Original Image - 2311004 Informal Interpretation
(223.55 KB)
Date
Rule
803.5
We agree with your proposed approach.
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Original Image - 2310001 Informal Interpretation
(195.86 KB)
Date
Rule
801.11
The size of person test is only relevant if the size of transaction is greater than $111.4 million but less than $445.5 million. See 15 USC 18a(a)(2 ) and 88 Fed. Reg. 5004 (Jan. 26, 2023) . If the...
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Original Image - 2310003 Informal Interpretation
(174.05 KB)
Date
Rule
802.2
Based on the facts provided, 802.2(a) is not available.
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Original Image - 2310002 Informal Interpretation
(222.01 KB)
Date
Rule
803.5
What you propose is fine.
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Original Image - 2310004 Informal Interpretation
(174.24 KB)
Date
Rule
801.10
You cannot rely on a good-faith estimate of the price adjustment in the situation you describe. The parties should either file and observe the waiting period before closing, or submit a post...
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Original Image - 2309005 Informal Interpretation
(168.24 KB)
Date
Rule
803.10
It is not permissible to have an effective date that predates the expiration of the HSR waiting period, even if the actual closing does not occur until after the expiration of the HSR waiting period.
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Original Image - 2309004 Informal Interpretation
(221.72 KB)
Date
Rule
801.2
Confirmed.
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Original Image - 2309003 Informal Interpretation
(148.94 KB)
Date
Rule
802.2
We disagree. While Example 11 of Rule 802.2 only mentions slaughtering and processing facilities, subsection (g) excludes packing facilities as well. See also, 67 Fed. Reg. 11,898 (Mar. 18, 2002)...
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Original Image - 2309002 Informal Interpretation
(391.13 KB)
Date
Rule
Item 4(b)
Please use the stipulation text below - it is as you proposed with a slight modification (bold). “[UPE] does not meet the lower Size of Person threshold based on its most recent regularly prepared...
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Original Image - 2309001 Informal Interpretation
(167.97 KB)
Date
Rule
801.13
The operative question is whether the acquisitions are part of the same transaction. That there are two agreements not conditioned on one another is only one factor; another is whether they were...
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Original Image - 2308003 Informal Interpretation
(231.73 KB)
Date
Rule
801.10
We agree that these should be considered non-publicly traded securities, and that their value is the FMV as determined under 801.10(c)(3). The acquiring person must determine a FMV in good faith on a...
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Date
Rule
801.30, 803.5
Based on what you describe below, you can either file a non-801.30 (and submit the merger agreement) or under 801.30/as a CTO. If you decide to file under 801.30/as a CTO, please review both 801.30...
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Original Image - 2308005 Informal Interpretation
(225.61 KB)
Date
Rule
801.2
Based on what you describe, as long as the grantor serves as the trust protector with the right to remove/replace 50% or more of the trustees, the grantor is the UPE of the trust. If the trust...
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Displaying 41 - 60 of 4612