Question
From: (redacted)
Sent: Thursday, September 29, 2005 9:49 AM
To: Verne,B. Michael
Subject: 802.30/801.1 (b)
Hi Mike,
I have a quick question regarding the intraperson exemption and the treatment ofnon-profit corporations that do not have voting securities.
First, I want to confirm that the merger of a subsidiary into its parent isexempt under 802.30 provided that the parent controls the subsidiary. It seemslike this example would clearly fit within the 802.30 exemption but I want toconfirm as I couldn't find any examples on point.
Second, I want to confirm the control test for a non-profit corporation thatdoes not have voting securities. My understanding is that a non-profitcorporation that does not have voting securities would fall under the 801.1(b)(2)control test because, even though the non-profit does not have votingsecurities, it is incorporated and therefore not treated as an unincorporatedentity under 801.1 (b)(1)(ii). However, example #3 under 801.1 (b) seems toindicate that a non-profit hospital corporation that does not issue votingsecurities would fall under the 801.1(b)(1)(ii) control test. Could you pleaseprovide some guidance as to which control test(s) apply to a non-profitcorporation that does not have voting securities.