Question
From:(redacted)
Sent:Tuesday, April 11, 2006 9:27 AM
To:Verne, B. Michael
Subject:Informal Interpretation follow-up
Mike,
I wanted to follow up on our phone call of lastThursday. As you may recall, I called to discuss a transaction in which theacquiring person "A" is an agency of a foreign government. A controlsa U.S. LLC "B," which in turn controls U.S. LLC "C." C willmake an acquisition that we assumed would otherwise be Hart-Scott reportable.
My understanding, based on our conversation, is thatan acquisition by C would not be reportable because none of A, B, or C would beconsidered an "entity" under 16 C.F.R. sec. 801.1(a)(2). My understanding is that the carve-out to thisexemption contained in the parenthetical in sec. 801.1(a) (2) -- "otherthan a corporation engaged in commerce" -- is interpreted literally, suchthat an acquisition by a foreign government agency made through a controlledLLC or partnership is exempt, while an acquisition by a foreign governmentagency made through a controlled corporation is potentially reportable. In theinstant transaction, because the two entities controlled by A are both LLCs,they would not fall into the carve-out to the exemption.
Pleaselet me know if you disagree with the above analysis or if I have misstated anypart of our conversation. As always, thank you for your time and assistance.