Skip to main content
Date
Rule
802.21
Staff
B. Michael Verne
Response/Comments
No 802.21 does not apply. (1) The original acquisition by A of B voting securities contained no information on C. (2) More importantly, C never held and does not currently hold any voting securities of B. N. Ovuka concurs.

Question

From: (redacted)
To: Michael Verne
Date: 6/26/02

Subject: Question

Hi Mike. Thanks for your voice mail message regarding my option question. Here's another one for you.

I know that a spun off company gets the benefit of filings made by its former UPE while it was owned by the UPE. Does it also get the benefit of filings made by its former UPE prior to the time that it was owned by the UPE? Here's the scenario:

Company A files for the acquisition of a minority voting security interest in Company B and completes the acquisition. One year later, Company A acquires Company C (after filing and waiting as required by the HSR Act). Two years later, Company C is spun off from Company A. Company C now wants to acquire securities of Company B. It is within 5 years of the original Company A filing and a new threshold will not be crossed.

Can Company C rely on the filing made by Company A ?

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.

Return to top