Question
From: (redacted)
Sent: Wednesday, March 16, 2005 7:54 AM
To: Verne, B. Michael
Subject: Question under 801.50
I haveencountered a question under 801.50 that relates to the interplay between801.40(d) and 802.4.
In connectionwith the formation of an unincorporated entity, 801.40(d) says I have toinclude assets which, as of the time of formation, the forming parties haveagreed to contribute to the new entity at any time. And I have to do that, notonly to determine the size of the new entity, but also to determine whether anyexemptions apply to its formation.
Let's supposethat the forming members have agreed to contribute at some future time certainspecifically identified assets (or kinds of assets) that I can, in turn,determine would be exempt (for example, a hotel without a casino). I take itthat I have to include those future agreed-upon asset contributions in the HSR analysis but can use 802.2, and therefore 802.4, to determinewhether, at the time of formation, the forming parties will have agreed tocontribute more than $53.1 million of "non-exempt" assets to the newentity. And if they haven't, then the formation will escape reporting by reasonof 802.4.
Yes?