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 461 - 480 of 4604
Date
Rule
Voting securities, 801.1(f)(1)(i)
[Redacted], We agree that these are not voting securities. FYI – we are rolling out a new email address for HSR questions for the shop. When you email [Redacted], every PNO attorney will receive your...
File
Original
(99.68 KB)
Date
Rule
Question on 7A(c)(10)
[Redacted], We would not consider this to be the same acquisition, so 7A(c)(10) does not apply. Also, we are rolling out a new email address for HSR questions for the shop. When you email HSRHelp@ftc...
File
original
(108.51 KB)
Date
Rule
803.2.
[Redacted], Pursuant to Rule 803.2, the acquired entity (using one form) may file on behalf of both UPEs if both UPEs have authorized the acquired entity to file on their behalf. A person with actual...
File
Original
(106.75 KB)
Date
Rule
7(a)(c)(11)
Apologies for the delay in responding. Informal Interpretation 0211015 no longer reflects the position of the PNO. 7Ac1 is not available under these facts because Bank B is exiting the business of...
File
Original
(86.4 KB)
Date
Rule
801.11(e), 802.63
You are correct that the 802.63 exemption is not available for New LLC in the scenario you describe. In addition, the debt being cancelled in exchange for Company A’s assets is not “cash” for the...
File
Original
(83.87 KB)
Date
Rule
Item 4(c)
Please submit the embedded documents.
File
Original
(77.91 KB)
Date
Rule
801.10
1. No, the fixed portion’s proximity to the threshold does not affect whether or not the overall purchase price is determined. See PNPM #54. 2. We will generally accept any FMV that has been made in...
File
Original
(106.78 KB)
Date
Rule
7A(b)(3)(A). 801.1(f)(1)(i)
In the transaction you describe, you need only value the voting securities of Corporation X to determine the size of transaction.
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Original
(80.53 KB)
Date
Rule
801.2, 803.7
1. Correct, if the shareholder was instrumental, then there is a potential filing. 2. No, there is no flexibility here. Depending on the timing of the acquisition, the acquiring person may wish to...
File
Original
(109.13 KB)
Date
Rule
801.1(o), 801.1(p), 801.1(q), 801.2(g)
We agree with your analysis. In the future, please copy the entire PNO team on your questions. UPDATE: September 11, 2019: This no longer represents the position of the PNO.
File
Original
(99.28 KB)
Date
Rule
801.30(a)(3), 803.5(a)(2)
Sorry, no – the requirements to file as a tender offer would have to be met.
File
Original
(99.02 KB)
Date
Rule
Form Instructions
Same process – follow up with the original hardcopies.
File
Original
(66.12 KB)
Date
Rule
Item 3, Item 5
We agree with you on #1; on #2, a note about additional anticipated acquisitions are always welcome, but especially important when the acquisitions are in the same or related industries.
File
Original
(123.41 KB)
Date
Rule
801.1, 801.10, 801.11
You need to begin by applying rules 801.10 and 801.11 to analyze the separate , not combined, holdings of each of A and B (unless they are spouses). It may be that one meets the size of person and the...
File
Original
(118.47 KB)
Date
Rule
Item 3
[Redacted], Yes, we’d consider these to be “other agreements between the parties,” so they should be included.
File
Original
(106.33 KB)
Date
Rule
801.12
You look at the votes for director and B is its own UPE.
File
Original
(79.7 KB)
Date
Rule
803.7
The PNO has been asked this question before, and the unequivocal response has been that two filings for the same transaction may not be simultaneously active. The one year limitation in 803.7 is, in...
File
Original
(84.65 KB)
Displaying 461 - 480 of 4604