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 681 - 700 of 4604
Date
Rule
Joint Venture (JV) Formation
06/26/2014 Group A- We agree no filing required for these steps under continuum Group B - We agree, file for the formation of Aggregator with C as the acquiring person
File
Original Image File
(236.8 KB)
Date
Rule
Distribution from Blind-Pool Funds
(Redacted) - We agree - the decision to distribute shares rather than cash is completely out of the control of the investor and at the discretion of the fund. We'd also be surprised if the...
File
Original Image File
(119.39 KB)
Date
Rule
801.1
Agree that the FCPRs are not entities for HSR purposes and therefore cannot control anything or be controlled, so the LuxCo would be its own UPE. KW concurs.
File
Original Image File
(96.04 KB)
Date
Rule
801.40, 802.4, 802.30(c)
We agree that nothing prior to the formation of Holdco is reportable. As to the formation, because LP1 is contributing more than 50% of the interests in A, Band C, it is deemed to be contributing all...
File
Original Image File
(566.62 KB)
Date
Rule
Fonds Communs de Placement a Risques (FCPRs)
06/25/2014 We-would agree that the FCPRs are not entities for HSR purposes and therefore cannot control anything or be controlled, so the LuxCo would be its own UPE.
File
Original Image File
(72.81 KB)
Date
Rule
Corrective Filing Fee
06/25/2014 I don't think it matters who paid the fee. It was a different acquiring UPE that filed so it's a different transaction requiring a new filing fee. If we started applying that logic, any...
File
Original Image File
(83.48 KB)
Date
Rule
Leveraged Acquisition
UPDATE October 11, 2016 : The below interpretation, as it relates to valuing a leveraged buyout transaction, is no longer the position of the PNO. Please see the PNO’s clarified position, found at "...
File
Original Image File
(1.2 MB)
Date
Rule
Voting Trust
06/24/2014 (Redacted) - We don't think it would be the voting trustee because he is just voting the shares in his fiduciary role of trustee, but since the voting trust is irrevocable, we would say...
File
Original Image File
(119.37 KB)
Date
Rule
802.1(d)(3)
As long as it will be owned by the same UPE, the fact that it will operate as part of a different fleet is not relevant to the analysis. KW and KB concur
File
Original Image File
(196.97 KB)
Date
Rule
801.1, 802.2(c)
We think this lost something in translation from the other law firm. Unless the corporation is also a government agency, it would be an entity and its own UPE in a potentially reportable acquisition...
File
Original Image File
(167.7 KB)
Date
Rule
801.1(f)
No - they are still voting securities
File
Original Image File
(64.53 KB)
Date
Rule
803.12
We think the gating issue is whether the foreign to foreign deal involves an HSR. If it does, we think the rule would catch what you describe below. If there is no HSR, it's moot of course. KW concurs
File
Original Image File
(139.37 KB)
Date
Rule
801.4, 801.40
Yes – because the majority owner of Newco is an acquiring person, KW concurs.
File
Original Image File
(73.52 KB)
Date
Rule
802.50, 802.4
If the assets being contributed to the JV constitute substantially all of the assets of an operating unit as defined in §802.1(a) or an entire legal entity is being contributed, the sales of those...
File
Original Image File
(201.92 KB)
Date
Rule
Form Item 6(a)
To be consistent with Item 5 and keep the universe of foreign entities the same for Item 6(a), we say that foreign entities are only listed in 6(a) if they have intracompany (or direct to customer)...
File
Original Image File
(84.71 KB)
Date
Rule
802.4, 801.4, 801.14
Acquired Person (let's call it B) holds 100% of Newco and holds at least 70% of the voting securities of Y, so both Newco and Y are issuers within the person of B. This means that for the 802.4...
File
Original Image File
(268.63 KB)
Date
Rule
802.4
802.4 is an asset-based exemption, so you need to look at the underlying assets of 8 and any entities it controls (C&D). The value is the FMV of 100% of all of the assets, regardless of the percentage...
File
Original Image File
(89.12 KB)
Date
Rule
802.50
We agree with your take. We do not consider export sales by a US distributor to be sales in or into the US. We also do not consider imports from a third party contract manufacturer to be sales into...
File
Original Image File
(157.16 KB)
Date
Rule
Form Item 4(c) / 4(d)
1. If the board appoints a person to a non-officer position, he doesn't become an officer for HSR purposes just because of the board appointment. 2. If a vice president is listed in the by-laws...
File
Original Image File
(184.65 KB)
Date
Rule
801.12
We think the distinction here is that the holders of common and preferred stock do vote for the election of the fifth director, even though their choice of who they can vote for (and who they are...
File
Original Image File
(58.07 KB)
Displaying 681 - 700 of 4604