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We disagree with the 801.12 analysis – the preferred shareholders vote the shares at issue, and the review and approval steps don’t obviate that right. Shareholder’s acquisition is not exempt under 7A...

Yes, you may file this way. Once Newco is formed, please alert the PNO if there are any substantive changes to the transaction at that point.

A filing would be required absent facts establishing that the conversion would take place without the direction of either of the parties and under circumstances that cannot be reasonably anticipated...

Given that the instant acquisition and the future acquisition are part of the same agreement with the same seller, they are treated as one transaction for HSR purposes. If the buyer plans to acquire...

We agree that Target does not generate US sales from the services you have described when these services are performed by Target’s non-US assets. Similar services provided by Target’s US-based assets...

Since A continues to hold 50% or more of the voting securities of S, it is the UPE.