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 121 - 140 of 4498
Date
Rule
Item 4(b)
Please submit Corp’s financial statements and put an endnote that the Corp shares are held through a trust, and that the trust’s financials can be supplied upon request or that the trust does not...
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(106.17 KB)
Date
Rule
801.11, Item 4(b)
We agree and note that X might need to stipulate if its financials don’t show that SOP is met.
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(69.51 KB)
Date
Rule
801.21
Yes, we still consider cryptocurrencies cash equivalents when acquired.
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(193.92 KB)
Date
Rule
801.2, 803.1
We like it when the principal transaction references that there will be a backside acquisition filing in item 3. Two separate filings are also preferable to avoid confusion.
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(216.87 KB)
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Rule
801.1
1) Correct 2) Assuming the holdings you cite represent the rights to profits or assets upon dissolution, please list the UPE as “X and Y (spouses)” or you may just list “X and Y” and indicate for our...
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(152.54 KB)
Date
Rule
Item 4(b)
You should provide the 2020 financials.
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(420.84 KB)
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Rule
801.1
We agree that Step 2 is a consolidation – X acquiring Y from B and B (via Y) acquiring X. As for potential backsides, because this is a consolidation, you must look at Newco after the contributions of...
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(368.42 KB)
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Rule
Item 5
We agree that revenues from contracts negotiated and executed outside the US do not get reported in Item 5, unless they are booked in the US.
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(152.54 KB)
Date
Rule
802.5
We agree with your analysis.
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(193.92 KB)
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Rule
7A(c)(2)
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(368.42 KB)
Date
Rule
802.30
No, it doesn’t qualify for 802.30 because A controls B (which controls C) through the contractual right to appoint directors and not via ownership of voting securities.
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(253.49 KB)
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Rule
802.2
We agree that the management contracts could be incidental to the timeshare business as long as Target owns the properties it manages; however, the assets of the management business itself would not...
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(841.55 KB)
Date
Rule
802.9
Your scenario below does not preclude 802.9, but, as you are in possession of all the facts related to this inquiry, you will need to make the final call and be prepared to defend any decision not to...
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(113.03 KB)
Date
Rule
801.30
Your transaction would not qualify for CTO status – the CVR is not a “present cash payment” (see PNPM #218) as it involves a potential future cash payment.
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(663.33 KB)
Date
Rule
801.11
If the acquired entity’s financials show that size of person is met, you can rely on those.
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(173.65 KB)
Date
Rule
7A(c)(1)
We disagree. The assets you describe are not exempt under 7A(c)(1).
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(283.23 KB)
Displaying 121 - 140 of 4498