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0810010 Informal Interpretation
us-ftc-hsr-informal-interpretations-dd44886ec42600b0777c5f7b9239a1630810010 Informal InterpretationGuidance
Date
Rule
802.51
Response/Comments
Goodwill needs to be included, but it can be allocated between the foreign and US assets it is associated with.
Question
From:
(redacted)
Sent:
Monday, October 27,2008 8:06 PM
To:
Verne, B. Michael
Subject: HSR question
Mike,
I hope that you are doing well. I would greatlyappreciate your input regarding an HSR issue that we are evaluating. Ourclient, a U.S. company, is looking to acquire voting securities of a foreignissuer (Company B). We are attempting to determine whether under 802.51 wewould need to submit an HSR filing. Company B's sales in the U.S. are below $63.1 million. My question is, looking at the U.S. assets of Company B, howto calculate "goodwill." If we would count all of"goodwill" as an asset then it would be above the $63.1 millionthreshold. Can goodwill be excluded in this calculation?
Thank you in advance for your assistance.
Best,
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