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 1841 - 1860 of 4604
Date
Rule
802.4, 801.50, 801.11(3)
The formation of LLC Z is not reportable because all that is being contributed is cash. The subsequent acquisition of LLC X would be non-reportable if the value was less than $239.2 MM, but because it...
File
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(51.64 KB)
Date
Rule
801.1(b)
I think the board of directors/management body would be the appropriate group to look at.
File
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(91.47 KB)
Date
Rule
801.1(b)
Unless the voting agreement gives the right to designate a majority of the board, which I think can be distinguished from the revocable right to vote 50% of the voting securities. The two tests for...
File
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(44.1 KB)
Date
Rule
802.42, 801.21
Agree these should be treated as cash equivalents.
File
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(56.57 KB)
Date
Rule
802.4
I think that you would reach the conclusion that the acquisition of shares of the Newco would be exempt under 802.4, only if in aggregate the shares contributed by the four parties constituted a...
File
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(31.21 KB)
Date
Rule
Form Item 4(c)
I think if there was a clear break, any pre 2007 documents, whether specifically about this target or generally about multiple possibilities (including this target) fall out of the scope of 4(c)...
File
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(44.16 KB)
Date
Rule
801.2
I think that all of this should be viewed as one transaction. The only acquiring persons who will hold voting securities that were not held prior to the transaction are the shareholders of B receiving...
File
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(74.66 KB)
Date
Rule
801.10
The distribution of cash would not affect the acquisition price unless B is being compensated by A for the distribution.
File
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(42.56 KB)
Date
Rule
Form Item 5
round. 3. That would be true in an asset deal. If it is a voting securities acquisition or an acquisition of non-corporate interests, all of the hotel operations would be included.
File
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(44.2 KB)
Date
Rule
801.2(d)
A and B both file as acquiring and acquired persons - this is a consolidation. 2) Yes - any shareholder of A that will hold more than $59.8 MM in Newco v/s (assuming 802.9 is unavailable) would have a...
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(69.24 KB)
Date
Rule
801.2(b)
- Agree this is a non-corporate entity & its own UPE UPDATE June 1, 2016: This no longer represents the position of the PNO. Please see https://www.ftc.gov/news-events/blogs/competition-matters/2016...
File
Original Image File
(138.54 KB)
Date
Rule
15 USC 18a(c)(11) 7A(c)(11)
(1) I think (c)(11) would cover the acquisition if the Bankruptcy Court has ordered the sale of voting securities to the bank pursuant to a plan of reorganization. I don't think it would be covered if...
File
Original Image File
(49.31 KB)
Date
Rule
802.40
Confirmed no filing required. M Verne concurs.
File
Original Image File
(63.24 KB)
Date
Rule
802.5
Agree this is exempt.
File
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(29.51 KB)
Date
Rule
801.2(d)
You are mixing the size-of-person test with the size-of-transaction test. A or B must have $119.6 MM in either sales or assets and the other must have $12.0 MM in either sales or assets. If both of...
File
Original Image File
(56.21 KB)
Date
Rule
801.2
Yes - the trademark and franchise agreements would be non-exempt assets. Only B and C would be required to file.
File
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(33.19 KB)
Displaying 1841 - 1860 of 4604