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 761 - 780 of 4604
Date
Rule
15 USC 18a(c)(1) – 7(a)(c)(1)
As long as the UPE of the seller is not exiting the business of extended credit, 7A(c)(1) will cover it. Creditor claims are the type of financial instruments we have extended this exemption to. K...
File
Original Image File
(256.24 KB)
Date
Rule
802.50
1) Yes - the assets of a maquiladora are assets located outside of the US 2) Yes -If sales into the US (other than to its US sponsor) do not exceed $50 million (as adjusted) the acquisition is exempt...
File
Original Image File
(130.67 KB)
Date
Rule
802.2(c), 802.3(a)
No - you are missing the key clause in point 3 of 1207002: "so long as the adjacent producing reserves qualify for the carbon based mineral reserves exemption under 16 C.F.R. §802.3(a)." If the...
File
Original Image File
(126.72 KB)
Date
Rule
801.1
Agree. MV concurs
File
Original Image File
(194.1 KB)
Date
Rule
802.50, 802.51
Jurisdiction where the a/r would be enforced, if default occurs. Presumably the location of the entity that has the a/r on it's books.
File
Original Image File
(104.64 KB)
Date
Rule
803.5
E-mail is OK too as long as it is addressed to a specific individual, not a general e-mail address. If by mail, notice is deemed to occur on the date of receipt.
File
Original Image File
(135.79 KB)
Date
Rule
801.12
Because applying the formula in§ 801.12, LLC holds 55.56%, not 46.18%. § 801.12(b) requires calculations of the percentage of voting securities held to be made according to the following formula...
File
Original Image File
(392.55 KB)
Date
Rule
801.13
The attached article concluded that a series of a Delaware Statutory Trust is not itself a separate legal entity, whereas the trust itself is. We agree with that conclusion. http://www.rlf.com/files...
File
Original Image File
(116.89 KB)
Date
Rule
802.9
Our take is that as long as Person A (the UPE of Fund), A's Advisor and the Affiliated Advisor are passive, the exemption is available for acquisitions made by A. The fact that Manager (of Fund) is...
File
Original Image
(458.86 KB)
Date
Rule
801.50
It would appear that the size of transaction test for both the acquisition by A of LLC X interests and the acquisition by B of LLC X interests is satisfied, since each would be acquiring interests...
File
Original Image File
(537.57 KB)
Date
Rule
801.4
The comity exception does not apply when the acquiring person will hold a controlling interest as a result of the secondary acquisition. If B has sufficient nexus with the US, the transaction is...
File
Original Image File
(178.01 KB)
Date
Rule
802.10
The entire transaction is exempt as a reorganization under 802.10
File
Original Image File
(329.47 KB)
Date
Rule
363(b) Filings
We allow multiple bidders, filing on the court's order and the contingent affidavit in any bankruptcy filing. But, it's only a 363(b) filing that gets the shortened waiting period. I think...
File
Original Image File
(122.49 KB)
Date
Rule
802.4
Refer to comment below. KW concurs.
File
Original Image File
(155.91 KB)
Date
Rule
801.1(f)
Update April 26, 2017: An acquisition of co-op interests is to be treated as an acquisition of non-corporate interests. See 801.1(f)(1)(ii). See also 16110007 and 1201002 . Agree, this is an...
File
Original Image File
(799.33 KB)
Date
Rule
803.5, 803.7
We are OK with the filing being made now on an affidavit that states that the parties believe that the put or call option is expected to be exercised. They can get around the timing issue by filing...
Date
Rule
801.2, 801.1(2)
Not an asset acquisition for HSR purposes. KW concurs.
Date
Rule
15 USC 18a(c)(1) – 7A(c)(1)
Ordinary course is OK KW concurs. UPDATE August 8, 2015: This no longer represents the position of the PNO.
File
Original Image File
(108.57 KB)
Date
Rule
801.1(b)
A2 is acquiring a controlling interest in the LLC. Rights to profits are variable, but rights to assets upon dissolution are fixed (A1 -51% and A2 - 49% pre-acquisition) and {A1- 25o/o and A2- 75%...
File
Original Image File
(232.3 KB)
Displaying 761 - 780 of 4604