Question
(redacted)
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re: Limited Liability Company - Premerger Notification
Dear Dick:
This letter will confirm our telephone conversation of August 9, 1996, in which you informed me that premerger notification would not be required in connection with the formation of a limited liability company with the following management and ownership structure:
Company A and Company B (the Members) will from a limited liability company, X, under the Delaware Limited Liability Company Act.
A and B will each be entitled to 50% of the profits and losses of X, and will each be entitled to receive 50% of any distributions of Xs assets.
The management of X will be vested in the Members. A and B will collectively have full, complete and exclusive authority to manage and control the business, affairs and properties of X.
The Members will designate six individuals to serve as the officers of X and to perform for X the following functions:
General Manager
Director of Finance
Director of Marketing
Director of Manufacturing
Director of Technology
Director of Process Licensing
The Members anticipate that three of these six positions will be held by individuals designated by A and three will be held by individuals designated by B or its parents.
Thank you very much for your assistance in this matter.
Sincerely,
(Redacted)
cc: (redacted)