Question
VIA FACSIMILE
February 13, 1995
Richard Smith
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Re: Application of Hart-Scott-Rodino Antitrust Improvements Act of 1976
Dear Dick & Victor:
As a follow-up to my conversation with Victor of last Friday, this letter outlines specific facts concerning a (redacted) so that you can confirm that the Premerger Notification Office will consider any transaction involving this health care authority as exempt from the filing requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the Act) because of the application of Section 7(c)(4) of the Act and/or because the (redacted) is excluded from the definition of entity under 16 C.F.R 801.1(A)(2).
(REDACTED)
The Authorities Act expressly provides that:
(a) In addition to all other powers granted elsewhere in this article, and subject to the express provisions of its certificate of incorporation, an authority shall have the following powers, together with all powers incidental thereto or necessary to the discharge thereof in corporate form:
. . . .
(31) To exercise all powers granted hereunder in such manner as it may determine to be consistent with the purposes of this article, notwithstanding that as a consequence of such exercise of such powers it engages in activities that may be deemed anticompetitive within the contemplation of the antitrust laws of the state or the United States . . .
. . . .
(C) As a basis for the power granted in subdivision (31) of the preceding subsection (a) the legislature hereby:
. . . .
(2) Determines, as an expression of the public policy of the state with respect to the displacement of competition in the field of (redacted) that each authority, when exercising its powers hereunder with respect to the (redacted) acts as an agency or instrumentality of its authorizing subdivisions and as a political subdivision of the state.
(Redacted) emphasis added
There seems to be no question that this (redacted) is exempt from filing under the act because the statute under which it was incorporated expressly refers to it as an agency or instrumentality of its authorizing subdivision (in this case, an (redacted) and as a political subdivision of the state.
Please telephone me at (redacted) to confirm that you are in agreement with my conclusion that transactions involving this health care authority are outside of the notification provisions of the Act.
Very truly yours,
(Redacted)