Question
(redacted)
July 12, 1996
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re: CREATION OF A LIMITED LIABILITY COMPANY
Dear Mr. Rubenstein:
This letter is a follow-up to the June 25, 1996 letter you from (redacted) and confirms my telephone conversation with you of yesterday, July 11, 1996.
As I understand it, with one exception, you basically agree that (redacted) letter accurately states the Staffs position with regard to the reportability of transactions creating Limited Liability Companies (LLCs). Apparently, the Staff does not agree that an LLC should be treated the same as a partnership for filing purposes if the creating documents give the member companies the right to appoint officers, employees or agents to the Management Committee of the LLC. The Staffs position is that, to be treated like a partnership, the management representatives must be officers, directors or employees of the member companies, not non-employee agents. However, as you agreed in our conversation yesterday, the management representatives need not be employed by the member company itself, it is sufficient if they are officers, directors or employees of any entity that would be included within the same ultimate parent as the member company.
If you feel my restatement of our conversation or my understanding of the Staffs position on this issue is either incorrect or requires further clarification, please advise me immediately.
Thank you for your assistance.
(Redacted)