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 1921 - 1940 of 4604
Date
Rule
801.40
Scenario 1 - I agree this not reportable Scenario 2 - The commitment to contribute the $80 MM in land does go to the size of the jv, so you are correct that the size of person test is satisfied...
File
Original Image File
(54.76 KB)
Date
Rule
801.2
The person who will be the UPE at closing.
File
Original Image File
(24.75 KB)
Date
Rule
801.2(d)
I agree that this should be reported as a consolidation. A, B and C will each file as both acquiring and acquired persons. Pursuant to 803.9(b) there will be only one filing fee for those three...
File
Original Image File
(41.6 KB)
Date
Rule
801.2
The conclusion in the letter may be misinterpreted to suggest something less compelling than the need for an ironclad escrow arrangement. A non-reportable number of shares may be acquired pending...
File
Original Image File
(26.24 KB)
Date
Rule
802.3(c), 802.4
Correct. This transaction is exempt. The writer stated that the related assets are closely related only to the exempt assets. M. Verne concurs.
File
Original Image File
(91.7 KB)
Date
Rule
Form Item 4(c)
Only documents that are relevant to that specific "acquisition," i.e., the facility in the particular geographic region.
File
Original Image File
(57.16 KB)
Date
Rule
801.2(d)
In a consolidation, the size-of-person of the Newco does not come into play. If there were only two companies consolidating, A is deemed to acquire B and B is deemed to acquire A. So the relevant size...
File
Original Image File
(31.02 KB)
Date
Rule
801.10
See staff comments below.
File
Original Image File
(36.17 KB)
Date
Rule
801.2
We are inclined to say that the shareholder takes beneficial ownership of all of the shares that will vest over the two year period at the time of closing on the merger, because he receives the right...
File
Original Image File
(59.84 KB)
Date
Rule
802.4
Correct. The value of the foreign assets is not deducted from the size-of-transaction. That value does not count toward the value of non-exempt assets in 802.4. If the foreign assets would be exempt...
File
Original Image File
(33.7 KB)
Date
Rule
7A(c)(8)
No longer the position of the PNO. 10/18/1999 - Consulted with Tom Hancock; called (redacted) and confirmed this transaction is not reportable beyond 7A(c)(8) requirements.
File
Original Image File
(47.71 KB)
Displaying 1921 - 1940 of 4604