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 21 - 40 of 4485
Date
Rule
803.5, 803.6
We will only accept an attorney’s signature if the attorney is signing on behalf of a natural person. A lawyer may not sign on behalf of a limited partnership.
File
Original Image - 2205003 Informal Interpretation
(145.27 KB)
Date
Rule
Item 4(c), Item 4(d)
As you and your client are in possession of all the facts related to the original transaction and any subsequent discussions about the options exercise, you must determine the appropriate timeframe...
File
Original Image - 2205001 Informal Interpretation
(193.57 KB)
Date
Rule
801.1
We agree. However, since both Mr. and Mrs. X are the UPEs, please list both. Only one needs to sign.
File
Original Image - 2205005 Informal Interpretation
(234.87 KB)
Date
Rule
802.21
Confirmed.
File
Original Image - 2205002 Informal Interpretation
(248.12 KB)
Date
Rule
7A(c)(4), 801.1
We do not agree; in our view, Corporation A is an entity.
File
Original Image - 2205004 Informal Interpretation
(282.71 KB)
Date
Rule
803.2
You can list them as John and Jane Doe and provide an explanation, in an endnote, that they are a married couple.
File
Original Image - 2204005 Informal Interpretation
(623.39 KB)
Date
Rule
801.1
The Husband and Wife jointly control 64% of the company. This includes each of their 14% interest in the revocable trusts and the Wife’s 36% interest in the irrevocable trust - because she can remove...
File
Original Image - 2204004 Informal Interpretation
(280.95 KB)
Date
Rule
802.5
So long as Company B is not involved in the operation or management of the data center business, we agree that the acquisition of the building is exempt. If Company B acquires the business of the data...
File
Original Image - 2204001 Informal Interpretation
(244.23 KB)
Date
Rule
801.11
We are assuming that the SPAC is the acquiring person. Whether an asset is exempt is not relevant to the SOP test, other than when no entity within the person has a regularly prepared balance sheet...
File
Original Image - 2204003 Informal Interpretation
(143.78 KB)
Date
Rule
Item 3(a), Item 6(c)
Confirmed.
File
2204002_redacted.pdf
(157.4 KB)
Date
Rule
802.10
In the context of a reorganization, the exemption only applies so long as no new assets are involved, regardless of whether they are exempt. Cash has been the only exception to that principle.
File
2203001 - Original Image
(251.47 KB)
Date
Rule
Item 3(a), Item 6(a)
List only the acquired entities in Item 3a - in your case that would be X, Y, and Z. Subsidiaries of the acquired entities must be listed in Item 6a. Thanks for checking.
File
Original Image - 2203003 Informal Interpretation
(175.88 KB)
Date
Rule
802.21
Yes, the exemption applies under the circumstances you have described. Thanks for checking.
File
Original Image - 2203002 Informal Interpretation
(221.55 KB)
Date
Rule
Item 4(b)
If top-level (or overlap) financial statements exist, then they should be provided.
File
Original Image - 2203004 Informal Interpretation
(242.65 KB)
Date
Rule
802.5
We agree.
File
Original Image - 2203005 Informal Interpretation
(203.71 KB)
Date
Rule
801.1
Based upon your description, we agree that the Trust should be treated as a non-corporate entity, as described in your second analysis.
File
Date
Rule
801.10, 802.51
We can confirm that the board of the acquiring person must determine the fair market value of the assets in good faith based on the business realities of the acquisition. As we have stated before, the...
File
Original Image - 2202001 Informal Interpretation
(318.44 KB)
Date
Rule
803.9, 801.10
Each of A and B would determine its acquisition price for 50% of the NCIs of the target in accordance with 801.10(d), and determine its fee accordingly.
File
Original Image - 2202005
(275.36 KB)
Date
Rule
801.1, 801.10
It appears that B and D each have the right to 75% and 25% of the profits / assets upon dissolution of C, respectively. If that is indeed the case, then B is the UPE of C and the acquired person...
File
Date
Rule
7A(c)(10)
Assuming that the SPAC only holds cash, we agree.
File
Original Image - 2202003 Informal Interpretation
(271.02 KB)
Displaying 21 - 40 of 4485