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Date
Rule
802.4, 802.51
Staff
Michael Verne
Response/Comments
It is exempt under 802.51 because A is acquiring less than 50% of the voting securities of JV. You need not do an 802.4 analysis.

Question

From: (redacted)

Sent: Wednesday,May 03, 2006 2:39 PM

To: Verne, B.Michael

Subject:Joint ventures and 802.51

DearMike,

I have a question similar to the one I asked yourecently regarding the formation of a foreign JV and looking through the JV via802.4 versus examining the transaction directly under 802.51.

Twoentities, A and B, are forming a foreign JV. Both A and B are foreign. Only Bwill control the JV after formation; A will have less than 50% of the votingsecurities and the right to appoint less than 50% of the BOD of JV. Is A exemptfrom filing under 802.51(b)?

Iam pretty sure that the following informal opinions support the view that thisacquisition by A is exempt under 802.51(b), but I wanted to be certain that Ineed not look through the JV to the assets it will hold.

httpIlwww.ftc.gov/bdhsr/informal/opinions/0301008.htmhttp:I/wvvvv.ftc.govIbdh…

Thankyou,

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.

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