Question
January 13, 2005
VIAFACSIMILE (202) 326-2624 and U.S. MAIL
Michael B. Verne
Compliance Specialist
Federal Trade Commission
Room 301
600 Pennsylvania Avenue, N.W.
Washington, DC 20580
Re: Intraperson Transaction Issue
Dear Michael:
This will confirm our telephoneconversation of this morning, during which you advised me that the following transactionwould not be reportable as it is treated as an intraperson transaction forHart-Scott-Rodino coverage purposes.
Nonprofit corporation Acurrently appoints a majority of the board of directors of nonprofitcorporation B. Pursuant to previous HSR coverageinterpretations of the premerger notification office, A is treated as theparent of B and the two are treated as the same person for HSR purposes.
A and B now propose to reversetheir relationship, whereby B will be granted the ability to appoint the boardof directors of A. For HSR purposes, even if other size relatedtests are met, this is -not a reportable transaction because it is deemed to bean intraperson transaction. This conclusion follows from the fact that A and B are,for HSR purposes, treated as one person bothbefore and after the transaction in question.
If I have misstated yourconclusion and advice in any way, please notify me at your earliestconvenience.
Thank you foryour assistance in this matter.