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 181 - 200 of 4580
Date
Rule
7A(c)(10)
We agree that 7A(c)(10) applies to Investor 1.
File
Original Image
(131.1 KB)
Date
Rule
Item 4
Yes, you may redact under the circumstances described.
File
Original Image
(113.19 KB)
Date
Rule
802.50
We agree with your conclusion.
File
Original Image
(129.72 KB)
Date
Rule
802.2
As long as the leased property is not adjacent to or used in conjunction with real property that is not unproductive real property and is included in the acquisition, we agree.
File
Original Image
(204.12 KB)
Date
Rule
802.51
You have to look at assets/sales of the acquired and acquiring person at closing. If you think there is a credible chance that the exemption will not apply by closing, you should file to be safe or...
File
Original Image
(131.95 KB)
Date
Rule
802.50, 801.10
Your analysis is accurate. However, for goodwill we have a more recent interpretation, see the link below. Please use this guidance for allocating goodwill. https://www.ftc.gov/enforcement/premerger...
File
Original Image
(272.81 KB)
Date
Rule
801.1
Agree with your instinct on both points.
File
Original Image
(240.56 KB)
Date
Rule
Item 3(b)
We are looking for non-competes that constrain the seller post-acquisition, so it doesn’t appear you need to produce these.
File
Original Image
(96.51 KB)
Date
Rule
802.51
In your fact pattern, control is determined by the percentage of voting securities that is held.
File
Original Image
(123.53 KB)
Date
Rule
801.20
As you are in possession of all the facts related to this analysis, you will have to make the call on instrumentality and be prepared to defend it if the agency investigates. We note that we think it...
File
Original Image
(266.74 KB)
Date
Rule
Item 5(a)
Report in Item 5a revenues from services rendered in the US, as well as revenues from any US establishment that booked those services. Report the entire year’s revenues for the entity acquired in 2020...
File
Original Image
(131.48 KB)
Date
Rule
801.1
Trust is its own UPE.
File
Original Image
(108.87 KB)
Date
Rule
Item 2
You do not need to list these individuals in item 2(a). Please describe the fact that there will be 60 plus rollover shareholders in item 3(a) and none of them will have reportable acquisitions.
File
Original Image
(176.55 KB)
Date
Rule
801.1(c)
The minor child’s assets would not be attributed to NP. You are correct about the 18-year old.
File
Original Image
(85.64 KB)
Date
Rule
Item 3(a)
We agree that there are two filings here and that you should describe all three transactions in Item 3(a). You cannot combine the two filings.
File
Original Image
(405.46 KB)
Date
Rule
801.1, 801.2
Assuming the son is over 18, the father and son are separate UPEs. If there is a reorg, the single parent would be the UPE. If not, each UPE would list its subs as acquired entities.
File
Original Image
(82.23 KB)
Displaying 181 - 200 of 4580