2502008 Informal Interpretation

Date

February 26, 2025

Rule

New HSR Form - Officers and Directors; NAICS codes

Staff

Nora Whitehead

Response/Comments

Thanks for your patience. Yes, this is correct.

Original Image - 2502008 Informal Intepretation (153.52 KB)

Question

From: Whitehead, Nora
Sent: Wednesday, February 26, 2025 1:22:57 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp

Subject: RE: Questions related to New HSR Form Requirements

Thanks for your patience. Yes, this is correct.

From: [Redacted]
Sent: Wednesday, February 19, 2025 9:05 PM
To: HSRHelp@ftc.gov
Subject: RE: Questions related to New HSR Form Requirements

Dear PNO team,

I had an additional question related to the new HSR rules.
On p. 5 of the HSR form Acquiring Person Instructions there are two requests related to “Officers and Directors” where the requests ask with regard to certain officers and directors if they “serve as an officer or director of another entity that derives revenue in the same NAICS codes reported by the target.”

Am I correct that the reference to deriving revenue in the same NAICS codes only relates to revenue derived by the U.S. operations of the “target” and the “another entity” consistent with the “Revenues and Overlaps” section of the instructions on pages 10-14 of the Acquiring Person Instructions? In other words, we only would look at the NAICS codes used by the target for its U.S. operations and then see if the “another entity” derived revenue under the same NAICS codes from its U.S. operations?

Sheinberg, Samuel I.
To: 	HSRH el p; HSR Auto Forward Li st
Subject: 	RE: Questions related to N ew HSR Form Requi rements
From: Wh itehead, Nora
Sent: Wednesday , February 26 , 2025 1:22:57 PM ( UTC-05:00 ) Eastern Ti me ( US & Canada )
To:
Cc: HSRHe lp
Subject: RE: Questions related to New HSR Fo rm Requ irements
Thanks for y our pat ience. Yes, th is is correct.
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Monda y, February 24, 2025 1:55 PM
To: HSR Auto Forw ard List <HSRAutoForwardList@ftc.gov>
Subject: FW: Questions related to New HSR Form Requirements
From:
Sent: Wednesday, February 19, 2025 9:05 PM
To: HSRHelp@ftc.gov
Subject: RE : Questions related to New HSR Form Requirements
Dear PNO team ,
I had an addi tiona l questi on related to the new HSR rul es.
On p. 5 of the HSR form Acquiring Person Instruct ions there are tw o requests related to " Officers and Directors" where
the requests ask with regard to certain officers and directors if the y " serve as an officer or di rector of another entity that
der iv es revenue in the same NAI CS codes reported by the target ."
Am I correct that the reference to der iving revenue in the same NAI CS codes on ly relates to revenue der iv ed by the U.S.
operat ions of the " target " and the " another ent it y" consistent wi th the " Revenues and Ov er laps" secti on of the
instructions on pages 10·14 of the Acquiring Person Instructions? In other w ords, w e on ly w ou ld look at the NAICS codes
used by the target for its U.S . operat ions and then see if the " another ent it y" der ived revenue under the same NAI CS
codes from i ts U.S. operations?
Thank you .
....
1

2502008 Informal Interpretation

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