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 841 - 860 of 4612
Date
Rule
801.10, 802.3
You would treat them as 30 separate asset acquisitions. If the value of each undivided interest is less than $68.2 million, no filing is required. Note for future reference that § 802.3 does not...
File
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(50.98 KB)
Date
Rule
801.10
Agree. K Wash concurs.
File
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(83.85 KB)
Date
Rule
801.1(b)
A and B will each hold 50% of the LLC. B is required to file. The filing fee is determined by valuing, in this case, 50% of all (exempt and nonexempt assets) that the LLC holds. MV concurs.
File
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(57.69 KB)
Date
Rule
801.10
Agree. K Walsh concurs.
File
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(113.05 KB)
Date
Rule
801.11(e)
Any funds that will be exhausted as a result of the transaction can be excluded under 801.11(e), so the cash to pay off the debt does not count toward the size of person.
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(81.46 KB)
Date
Rule
801.1(f)
Agree. K Walsh concurs.
File
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(164.26 KB)
Date
Rule
801.10
Refer to Comments. MV concurs/
File
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(70.13 KB)
Date
Rule
15 USC 18a(c)(1) 7A(c)(1)
Agree.
File
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(52.12 KB)
Date
Rule
802.21, 802.9
802.21 would not cover future acquisitions of the sub's stock, only the parent. Otherwise, two separate UPEs would be able to rely on the exemption. On the 802.9 question, we don't think having a...
File
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(87.48 KB)
Date
Rule
801.1(b)
Actually, there are three separate UPEs, so still not reportable. The UPE of LLC1 is the GRAT, not individual A. Having the right to appoint successor trustees does not on its own confer control of...
File
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(93.94 KB)
Date
Rule
801.2
1. Yes -treat as a consolidation 2. Correct K Walsh concurs
File
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(69.68 KB)
Date
Rule
801.50
Future commitments to contribute cash are only taken into account in determining the size of person for the Newco. They would not be considered in determining the size of transaction. K Walsh concurs.
File
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(67.19 KB)
Date
Rule
802.4
You have to value the intangible assets as part of an ongoing business. We have had this question come up quite a bit lately. I think some advice has been misinterpreted. We have said that you can...
File
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(78.27 KB)
Date
Rule
802.5
Agree. K Walsh concurs
File
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(79.14 KB)
Date
Rule
801.10
The $10 million would not be included as consideration for the partnership interests. On the rollover: 1) If the current partners retain their interests directly in the Target, they would not be...
File
Original Image File
(90.87 KB)
Date
Rule
801.13
I'm assuming that the three acquisitions are contingent on one another. 801.13 would require you to aggregate the three secondary acquisitions of 33.3%. Arguably, you could stop aggregating at 66.6%...
File
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(74.65 KB)
Date
Rule
802.4, 803.9
It is based on the statutory language that bases the fee on the "value of voting securities held as a result of the acquisition". You can use 802.4 to analyze whether the underlying non-exempt assets...
File
Original Image File
(164.15 KB)
Date
Rule
801.10
The proceeds of the loan are not retiring debt, they are part of the consideration to Seller for the 55% interest in Target LLC. We don't think you can prorate the amount by the percentage that Seller...
File
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(82.91 KB)
Date
Rule
801.1(c)(2)
That is correct -they would be separate UPEs
File
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(45.71 KB)
Displaying 841 - 860 of 4612