Skip to main content
Date
Rule
802.50, 802.51
Staff
Michael Verne
Response/Comments
Advised the writer that there is no exemption for a foreign person acquiring stock of a U.S. issuer. However in this transaction, it is not the foreign issuer, but its shareholders who have a potential reporting obligation if any shareholder is acquiring in excess of $15MM of the U.S. issuer's voting stock.

Question

From:     [redacted]

To:         FTC.SERIUS("mverne@)

Date:      Mon, Jul 17, 2000 10:17 AM

Subject: Advice re: foreign acquiror

Mike,

We represent a relatively small foreign corporation that has total foreign assets valued in excess of $10 million but no sales in or into the US and no assets located in the US.. Our client is being acquired by a greater than $100 million domestic corporation in a stock-for-stock deal valued in excess of $15 million. The acquisition of my client's stock is exempt from the HSR Act's reporting requirements under Section 802.50 of the Rules.

Can you please confirm whether, under the above facts, the foreign corporation meets the jurisdictional requirements of the Act and, assuming the exemption under Section 802.51 is unavailable, would have to file as an acquiring person with respect to its receipt of the domestic corporation's stock.

Thank you in advance for your consideration of this question.

Regards,

[redacted]

About 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.

Learn more about Informal Interpretations.