Question
November 15, 1995
VIA FACSIMILE (202) 326-2624
Ms. Nancy Ovuka
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Dear Ms. Ovuka:
In line with our second discussion today, this letter is intended to supplement our earlier letter requesting the opinion of your office as to the applicability of the notification and filing requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the Act) to a transaction currently under consideration by one of our clients. As previously stated, it is contemplated that our client, along with two other entities, will form a limited liability company (an LLC) for the purpose of transacting business with another party, and that the LLC will be classified as a partnership for taxation purposes. With respect tot he management structure of the LLC, it is contemplated that our client will serve as the managing member of the LLC, and that the other two entities will serve as the non-managing members. There will not be any kind of outside governing body equivalent to the board of directors of a corporation. For this reason, it is our position that the LLC would not be subject to the Act.
I hope this will clarify the situation. However, should you need any additional information, please do not hesitate to give me a call.
Very truly yours,
(redacted)
cc: (redacted)