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Date
Rule
801.1(b)
Staff
Michael Verne
Response/Comments
The bank as trustee does not control the trust. Usually the issuer whose v/s are held in the ESOP has the right to remove/replace the trustee. If this is the case, the issuer controls the ESOP. If not, the ESOP is its own UPE.

Question

From:(redacted)
Sent:Tuesday, April 27, 2004 4:41 PM
To:Verne, B. Michael
Subject: Trust

Mike, another quick question:

I am trying to determine theultimate parent entity of an irrevocable trust in which the settlor holds noreversionary interest. The trust happens to be an ESOP. The ESOP isadministered by a bank (which is the trustee). Is the bank considered tocontrol the trust? Assuming that the trust is the ultimate parent entity, canone of the members of the trust committee (which is set up to instruct thetrustee how to exercise the shares it holds) sign the HSR on behalf of theultimate parent entity?

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Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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