Question
From: (redacted)
Sent: Thursday, January 22, 2:35 PM
To: Verne Michael
Subject: Section 7A(c)(7) Exemption
Mike,
I just wanted to confirm ourconversation a month or so ago regarding the Section 7A(c)(7) exemption fortransactions requiring approval under Section 1842 of the Bank k HoldingCompany Act. Based on our conversation, it is my a understanding that the FTCconsiders transactions specifically exempted a under Section 1842 of the BHC Act to be thefunctional equivalent of approval under Section 1842, thus making thetransaction exempt fro HSR reporting requirements pursuant to Section 7A(c) (7) .
Historically, my client, bankholding company, has not had to make an HSR filing because its acquisitions of the target company'svoting securities (the target company also being a bank holding company) haverequired approval and r Section 1842. Now, my client no longer needs approvalbecause, bas d on federal banking law rules of beneficial ownership and family attribution,my client is deemed to control a majority of the voting securities of thetarget company and is therefore specifically exempt fro the pre-approvalrequirements of Section 1842 by virtue of Section 1 2(a)(B) and 12 CFR 225.12(c). Pleaseconfirm my understanding that future acquisitions of the target company'svoting securities without Fed approval will not trigger an HSR reporting requirementbecause future acquisitions are exempt from Fed approval under Section 1842(a)(B)of the Bank Holding Company Act.
If you need any additionalinformation or I have mischaracterized our conversation in any w y, please letme know. Thanks.