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Date
Rule
801.2
Staff
Michael Verne
Response/Comments
Both A and B technically need to file as acquired person. They can both be on the same notification with C filing on behalf of the two UPEs, so no real burden for B. Yes -if you are relying on 802.51 (c), both A and B would be looked at separately.

Question

Verne, B. Michael
From: (REDACTED)
Sent: Monday, July 07, 2008 2:35 PM
To: Verne, B. Michael

Mike:

I have a question (or two) that I hope youcan help me with.

I represent a company (A) that owns 50% ofthe voting securities of a joint venture (C). The other 50% of the voting securitiesof C are owned by Company B. A intends to sell its shares of C to Company X.Because C is included within both A and B, do both A and B need to file HSRnotifications as "acquired persons" (assuming all jurisdictionalrequirements are met) even though B has absolutely nothing to do with thetransaction? That is the result I get looking at the rules, but it seems veryburdensome to Company B.

All of the entities in the transaction, A,B, C, and X, are foreign persons. Assuming that both A and B would be requiredto file as "acquired persons" (subject to any exemption) should the802.51 (c) exemption be analyzed separately for A and B?

Thanks for your assistance.

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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