These facts are not inconsistent with treating the acquisition as exempt under Rule 802.71.
Question
From: Carson, Timothy
Sent: Friday, May 31, 2019 11:22:10 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: [Redacted]
Subject: RE: Request for Informal Interpretation - Rule 802.71
These facts are not inconsistent with treating the acquisition as exempt under Rule 802.71.
From: [Redacted]
Sent: Friday, May 31, 2019 10:03:11 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: [Redacted]
Subject: Request for Informal Interpretation - Rule 802.71
Good morning:
Our firm is assisting in a transaction that may have HSR implications. The pertinent facts are set out below. We are hoping that you can confirm our analysis of the situation.
Corporation A is a U.S. corporation whose stock is owned 100% by Corporation B, a European company. Corporation B is controlled by Person X, a European citizen. As part of Person X’s estate planning, Corporation B intends to transfer all stock of Corporation A to Corporation C, a European non-profit charitable foundation. This transfer is a gift with no consideration paid by Corporation C. Person X will have no control over Corporation C and will retain no interest in any of the dividends of the stock of Corporation A. Likewise, Person X has no ability to appoint directors of Corporation C after the formation thereof.
Assume the Size of Person and Size of Transaction tests are met.
It is our view that the proposed transfer of Corporation A’s stock by Corporation B to Corporation C will be exempt from HSR under Rule 802.71 as a gift. Do you agree?
Thank you very much for any assistance you can provide.