Informal Interpretations

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.

Learn more about Informal Interpretations.

Displaying 1 - 20 of 3954

1501003 Informal Interpretation

Staff:
Michael Verne
Rule:
Size of person – assets determination

Response/Comments

the PNO position is that once assets are listed on the balance sheet, there is little flexibility in the total asset calculation. You must include the line item.

application/pdf icon Original Image File (83.92 KB)

1412010 Informal Interpretation

Staff:
Michael Verne
Rule:
Non-corporate interests and Form Item 6

Response/Comments

In the past we'd treated Cayman Ltds as corporate entities, but I think we should shift to non-corporate given the fact that it acts like an LP and there are disclosure issues. So, treat it as a...

application/pdf icon Original Image File (88.89 KB)

1412009 Informal Interpretation

Staff:
Michael Verne
Rule:
15 UCS 18a(c)(1) – 7A(c)(1)

Response/Comments

We agree - this is exempt under 7A(c)(1) - but not § 802.1. When §802.1 was rewritten in the rulemaking that was finalized in 1996, it became limited to specific categories of goods (e.g., new goods...

application/pdf icon Original Image File (264.49 KB)

1412005 Informal Interpretation

Staff:
Michael Verne
Rule:
Manual Interp 94

Response/Comments

- what it is saying is that when you do a FMV, you take into account the possibility of future payments, but the entire FMV is done at present value because it is based on the fiction that the buyer...

application/pdf icon Original Image File (103.03 KB)

1412006 Informal Interpretation

Staff:
Michael Verne
Rule:
802.3 and 802.4

Response/Comments

802.4 is an asset based exemption, so you look at all of the underlying assets, regardless of the percentage of voting securities you are acquiring. Here's the key sentence from 802.4: An...

application/pdf icon Original Image File (103.31 KB)

1412007 Informal Interpretation

Staff:
Michael Verne
Rule:
802.3

Response/Comments

Yes- it is not producing the methane. That's the equipment that is associated with the methane reserves that are exempt under 802.3. Think of it like you are buying natural gas reserves. You can...

application/pdf icon Original Image File (247.02 KB)

1412003 Informal Interpretation

Staff:
Michael Verne
Rule:
802.64

Response/Comments

- looking back to the SBP for the 1978 Final Rule 802.64, it appears that the type of entity you are describing was specifically excluded from the exemption: "Partnerships holding voting...

application/pdf icon Original Image File (94.85 KB)

1412002 Informal Interpretation

Staff:
Michael Verne
Rule:
Pharma License

Response/Comments

we have made a distinction between a licensee having the exclusive right to the drug for a specific indication or therapeutic area with the licensor retaining the right to the same drug for other...

application/pdf icon Original Image File (199.93 KB)

1412001 Informal Interpretation

Staff:
Michael Verne
Rule:
REIT

Response/Comments

We can't blink on this one. The rule says "No new assets will be contributed to the new entity as a result of the conversion". We have stretched that to say that if only cash is...

application/pdf icon Original Image File (335.92 KB)

1409002 Informal Interpretation

Staff:
Michael Verne
Rule:
15 USC 18a(c)(9) - 7A(c)(9), 802.9 and 801.15(b)

Response/Comments

If Person X intends to pursue an acquisition of the entire company, the 7A(c)(9) exemption would not apply. 801.15(b) would require aggregation of the stock already held because of the clause "...

application/pdf icon Original Image File (169.2 KB)

1409001 Informal Interpretation

Staff:
Michael Verne
Rule:
803.12

Response/Comments

Example 4 to 803.12 covers this. The filing is deemed to be withdrawn when the tender offer is withdrawn, but the acquiring person can refile without a new filing fee on the merger.

application/pdf icon Original Image File (39.31 KB)

Pages