Question
From:
(redacted)
Sent:
Monday, December 22,20085:56 PM
To:
Verne, B. Michael
Cc:
(redacted)
Subject: Delaware Business Trust
Mike,
Please let me knowif you are available now or in the morning to discuss the HSR treatment of a Delaware business trust.
We are aware ofprior PNO interpretations that say, for purposes of determining"control," unit issuing business trusts are governed by rulescovering non-corporate interests not by rules covering 801.1 (c)(3)-(5) trusts.
In our situation,the Delaware business trust issues a "certificate" rather than a"unit." The function is the same, which is to provide the holder withan economic interest in the trust. In our situation, the Trust has issued asingle certificate to A, which is entitled to more than 50% of the Trust'srevenues or to more than 50% of the Trusts assets on dissolution. We believe Acontrols the Trust and that, therefore, a transfer of assets from the Trust toA would be exempt as an intraperson transfer under 802.30.
Please let me knowwhen it would be convenient for us to discuss this situation, unless you haveall the facts you need to make a determination.
Best holidayregards, (redacted)