Question
From: (redacted)
Sent: Tuesday, July 11, 2006 6:12 PM
To: Verne,B. Michael
Cc: Ovuka,Nancy M.
Subject: HSRQuestion
Section 801.10(c)(3) of the HSRRegulations provides that "fair market value" is to be determined ingood faith by the board of directors of the ultimate parent entity includedwithin the acquiring person; or by an entity delegated that function by suchboard.
What is intended by the reference to an "entitydelegated....", i.e., who can the board delegate such role to? Can theydelegate that role to the CFO? Must the board ultimately approve the specificvaluation ascribed by the delegated entity or is it sufficient if it merelydelegates the duty and have that delegate report back to the officers of thecorporation?
Ifyou could let me know how that provision has been interpreted, it would be veryhelpful. Thanks.