2507004 Informal Interpretation
Date
Rule
Form: Prior Acquisitions
It’s our preference that you list all codes relevant to the same acquisition in one row (i.e., the first example in your email).
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HSR Informal Interpretations | Federal Trade Commission
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Legal Library: HSR Informal Interpretations
Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. 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.
Informal interpretations issued prior to February 10, 2025, that reference the HSR Form are about older versions of the HSR Form, not the updated Form that became effective on February 10, 2025. To the extent that an informal interpretation issued before February 10, 2025 overlaps with the updated 2025 HSR Form, the 2025 HSR Form supersedes the earlier guidance.
Learn more about informal interpretations.
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Displaying 1 - 20 of 4742
2507008 Informal Interpretation
Date
Rule
Select 801.30
Based upon the facts you have provided, and assuming that the warrants meet both prongs of 801.30(a)(7), we agree.
2507005 Informal Interpretation
Date
Rule
Form: Annual Reports and Audit Reports
We have not changed the guidance we have given in the past for former Item 4(b). If the acquiring UPE is an operating company, it is acceptable to submit just the UPE’s consolidated financial...
2507002 Informal Interpretation
Date
Rule
802.50, 802.51
You should use gross premiums written as the measure of sales in or into the United States for the exemptions in 802.50 and 802.51.
2507003 Informal Interpretation
Date
Rule
Form: Minority Shareholders or Interest Holders
Confirmed.
2507006 Informal Interpretation
Date
Rule
Form: Transaction-Related Documents
A document that meets the criteria for both a Transaction Related document and a Plan or Report should be treated and provided as a Transaction Related document.
2507001 Informal Interpretation
Date
Rule
Select 801.30
The acquired person’s filing should be for Company A’s business at the time of filing and should include an explanation of the sale that may happen pursuant to the other transaction (with the...
2507007 Informal Interpretation
Date
Rule
801.10(c)(2)
The circumstances you describe indicate that the proceeds being used to settle prior debts are consideration. The liabilities described are not related to the transaction and, therefore, cannot be...
2506011 Informal Interpretation
Date
Rule
802.65
We disagree. The exemption under 802.65 does not extend to Investor 2’s acquisition.
2506005 Informal Interpretation
Date
Rule
New HSR Form - Top 10 Customer List
Only customer names are required for the top 10 customer lists.
2506009 Informal Interpretation
Date
Rule
801.1
Because the Founders will acquire and exercise beneficial ownership of the shares, the informal interpretation you reference isn’t relevant here.
2506003 Informal Interpretation
Date
Rule
New HSR Form - Transaction-Related Documents
To submit documents under separate cover from a non-filing entity: Submit a filing supplement to the Buyer’s or Seller’s filing as you would submit a normal filing via Kiteworks. Identify the parties...
2506008 Informal Interpretation
Date
Rule
803.9, 801.2
If both the principal transaction and the shareholder backside are reportable, two filings and two fees are required.
2506001 Informal Interpretation
Date
Rule
801.1
Based on the facts provided, we agree that this transaction would not be reportable.
2506004 Informal Interpretation
Date
Rule
New HSR Form - Transaction-Related Documents
Please stamp/label the Excel documents per your past practice (i.e., provide the label in a new tab of the Excel and only provide the native Excel file). Your submission is not limited to a max of 50...
2506010 Informal Interpretation
Date
Rule
New HSR Form - Competition Descriptions
The Acquired Person should only check the “Not Applicable, Select 801.30 Transaction” box if the transaction is a Select 801.30. And yes, in the Overlap Description section, the Acquired Person should...
2506012 Informal Interpretation
Date
Rule
801.10
If the proceeds in question comprise consideration for the acquisition, they must be included in the acquisition price calculation. The fact that the proceeds will be used to pay the seller’s...
2506006 Informal Interpretation
Date
Rule
802.30
You are correct that the intraperson exemption does not apply to this scenario.
2506007 Informal Interpretation
Date
Rule
801.1
As long as the single individual trustee is able to act, he/she controls the trust, and would be the UPE. Given that the trust is an entity within the individual/UPE, to the extent you have determined...
2506002 Informal Interpretation
Date
Rule
803.5
What you propose for the affidavit is acceptable. If the letter of intent itself provides sufficient detail about the scope of the entire transaction, it is also acceptable to reference it alone...
Displaying 1 - 20 of 4742