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 621 - 640 of 4604
Date
Rule
803.5(a)(2)
Yes, that press release will be enough - see #218 in the n ew PNPM . An 8-K is also sufficient to meet the requirement.
File
Original Image File
(90.46 KB)
Date
Rule
Form Item 4(c) and 4(d)(ii)
These are responsive to Item 4dii,assuming they are a year old or newer. If they are older than one year, even though they are arguably not responsive to Item 4c because there was no deal on the table...
File
Original Image File
(94.03 KB)
Date
Rule
802.5
Doing the leas i ng d i rectly to w i reless services prov i ders is enough to be in the business fo r ou r purposes. Thus, 802.5 does not apply
File
Original Image File
(80.75 KB)
Date
Rule
802.5
Doing the leasing directly to wireless services prov i ders is enough to be in the business for our purposes . Indeed, that means the seller is also in the business . Both of these r easons mean the...
File
Original Image File
(243.75 KB)
Date
Rule
Form Item 4c
UPDATE July 7, 2016: In addition to the files of Newco officers/directors or people slated for those roles, people acting as officers/directors should also be searched. You need not provide any...
File
Original Image File
(196.99 KB)
Date
Rule
802.50 / 802.51 / 801.11(c) Revenues Question
You use the last fiscal year , whether or not they have been fina l ized i nto annual statements or not . So if the fisca l year ends tomorrow, that ' s the relevant year .
File
Original Image File
(90.49 KB)
Date
Rule
802.2(c)
Any production mach i nery or equipme n t is not exempt under 802 . 2c an d must be separately valued . We agree that the non-machinery / equipment portion of the ethylene p l ant (as you describe...
File
Original Image File
(916.2 KB)
Date
Rule
801.10 - Question re: Tax Payment
We agree with you. That older interpretation is out of date and incorrect ( on the 338(h)(10) issue).
File
Original Image File
(84.38 KB)
Date
Rule
NPV discount rate
Because your contingent earn out payment is reasonably est i mable, it is treated like a fixed future payment (which may not be discounted to present value). If you had a non-estimable contingent...
File
Original Image File
(86.27 KB)
Date
Rule
802.50 and 805.51
You would aggregate the sales into the U.S. of only the foreign assets being acquired (not the sales into the U . S. of the foreign assets not being acquired) plus the total sales into the U.S . of...
File
Original Image File
(189.58 KB)
Date
Rule
Trademarks / Patents
We agree
File
Original Image File
(76.11 KB)
Date
Rule
Irrevocable Trusts
(1) Distributions to settlor's spouse, rather than settlor, are not reversionary interests. (2) This also does not count as a reversionary interest. Here is a relevant passage from the Premerger...
File
Original Image File
(206.27 KB)
Date
Rule
16 CFR 18a(c)(1) – 7A(c)(1)
We have given this a lot of thought, and we will not extend the 7Ac1exemption to cover the acquisition of non-financial instruments. Based on the information you have provided us below, it appears...
File
Original Image File
(149.82 KB)
Date
Rule
802.63(a), 801.15(a), and 802.9
(Redacted), we agree with 1 through 3. As for 4, we agree that if you acquired shares under 802.63,those would not be counted towards the 10% threshold of 802.9.
File
Original Image File
(209.19 KB)
Date
Rule
802.63
UPDATE June 14, 2017: This no longer represents the position of the PNO. Once a bankruptcy has been announced, creditors cannot reorganize any pre-petition debt such that the debt (or the equity or...
File
Original Image File
(257.29 KB)
Date
Rule
Form Item 5
If you are able, do not report revenues in Item 5 that solely relate to the assets that are not being acquired.
File
Original Image File
(99.56 KB)
Date
Rule
802.4
The pullet houses are not exempt, because they are used in conjunction with the laying/washing/packing complex {it's an either/a( test- either adjacent to or used in conjunction...). - here is current...
File
Original Image File
(278.31 KB)
Date
Rule
801.10
Only a FMV can be relied on for 60 days. If the acquisition price in an asset deal cannot be determined before close, you simply rely on the FMV. If the acquisition price will become determined prior...
File
Original Image File
(89.51 KB)
Displaying 621 - 640 of 4604