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.
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Date
Rule
801.2
06/03/2008 – Yes.
File
Original Image File
(150.78 KB)
Date
Rule
801.2, 801.10
05/30/2008 (1) Agree (2) Agree (3) Not an asset for HSR purposes (4) Moot (5) Agree (6) Agree
File
Original Image File
(515.28 KB)
Date
Rule
801.1(c)
Advised that beneficial ownership of the 0 assets does not pass to the creditors prior to being acquired by Newco. The creditors will not have dispositive rights because there is a definitive...
File
Original Image File
(910.29 KB)
Date
Rule
15 USC 18a(c)(1) – 7A(c)(1)
05/29/2008 – Agree. UPDATE: December 9, 2021: This no longer represents the positon of the PNO. Section 7A(c)(1) does not exempt the assets underlying the exempt financial instrument, such as a lease...
File
Original Image File
(872.26 KB)
Date
Rule
801.10, 802.51
Agree on both issues.
File
Original Image File
(329.29 KB)
Date
Rule
802.21
You are correct that the shareholders who will hold a higher percentage in Splitco than they did in Parent would have a potential reporting obligation. 802.21 would not exempt this because Splitco is...
File
Original Image File
(453.39 KB)
Date
Rule
801.1(c)
Agree this is ok. K Walsh concurs.
File
Original Image File
(560.79 KB)
Date
Rule
802.50, 802.51
Assuming that the target's fiscal year going forward will be calendar year, you would only look at November - December sales.
File
Original Image File
(234.07 KB)
Date
Rule
Form Item 4(c)
I don't believe that the change from 100% to 70% represents a substantive enough change in the transaction to say that it is a different transaction. I would take the search back to November.
File
Original Image File
(412.2 KB)
Date
Rule
801.10
UPDATE February 16, 2017: As to the "Treatment of Debt" section, the PNO's current position is that the repayment of debt may be deducted from the acquisition price only where the debt is held by, or...
File
Original Image File
(829.19 KB)
Date
Rule
801.11(e)
05/15/2008 - I agree that none of the acquisitions of ABC1 voting securities or alternatively ABC LLC membership interests is reportable. The acquisition of ABC by ABC1 is non-reportable because ABC1...
File
Original Image File
(896.26 KB)
Date
Rule
15 USC 18a(c)(10) - 7A(c)(10), 802.30
Agree only the merger is reportable.
File
Original Image File
(2.07 MB)
Date
Rule
801.10
I agree that only one filing is required -Buyer as acquiring person and Natural Persons 1 & 2 as acquired persons. I also agree that the direct acquisition of 100% of Intermediary II is exempt under...
File
Original Image File
(768.47 KB)
Date
05/12/2008 - Agree this is not reportable.
File
Original Image File
(727.66 KB)
Date
Rule
802.52
Agree this in exempt under 802.52.
File
Original Image File
(619.92 KB)
Displaying 1581 - 1600 of 4604