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.

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1806003 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.30, 801.2

Response/Comments

We view this as an acquisition of B by A with backside acquisitions of A by the B shareholders. Since the agreement is signed by both A and B, it should not be treated as an 801.30 transaction.

1806004 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
7A, 15 U.S.C. 18a(h)

Response/Comments

HSR filings are exempt from public disclosure by the Clayton Act, Sec. 7A, 15 U.S.C. 18a(h). Other than the early termination notices , the Premerger Office and the Antitrust Division’s Premerger...

1806001 Informal Interpretation

Staff:
Timothy Carson
Rule:
Item 4(c)

Response/Comments

These facts do not demonstrate definitively that the document was not used to evaluate or analyze the acquisition. The filer will need to determine if the document was used for such a purpose.

1805005 Informal Interpretation

Staff:
Sam Sheinberg
Rule:
802.9

Response/Comments

In all instances involving acquisitions solely for the purpose of investment, the burden is on the investor to demonstrate that its intent is truly passive, e.g., that it has no intention of...

1805001 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.1

Response/Comments

Please review informal 1301002 . If the Trust Protector’s role in this case is analogous to that informal, the Trust Protector would not be the UPE. As for the Grantor, if the Grantor is only able to...

1805002 Informal Interpretation

Staff:
Timothy Carson
Rule:
Item 7(c)(iv)

Response/Comments

1: Confirmed 2: If reporting an overlap in 532412, follow the instructions in Item 7(c)(iv)(b) when providing geographic information in response to Item 7(c) of the form. You can ignore Item 7(c)(iv...

18040002 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
801.12

Response/Comments

Assuming that all Series A Preferred Stock holders vote for two directors, we agree with your analysis. The fact that those directors need to receive 75% of the vote, rather than a simple majority,...

18030003 Informal Interpretation

Staff:
Timothy Carson
Rule:
801.10

Response/Comments

If the size of transaction is below the size-of-transaction threshold, the parties may withdraw their filings, and then close without violating the HSR Act. To be clear, the filings must be withdrawn...

18020002 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
803.1, DVD filing Instructions

Response/Comments

The style guide, which covers DVD filings, is available on our website: http://www.63828147.com/system/files/attachments/style ‐sheet‐hart‐scott‐rodino‐filings/style_sheet_hsr_form_12‐22‐16.pdf If you...

18020005 Informal Interpretation

Staff:
Kristin Shaffer
Rule:
803.12

Response/Comments

While a refiling may be submitted by DVD, the new DVD will replace the old one. Therefore, the refiling must contain all of the original attachments, in addition to updated and new material.

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