Skip to main content
Date
Rule
801.50
Staff
Michael Verne
Response/Comments
This is 801.50 because no entity is contributes on one side.

Question

From: (redacted)

Sent: Thursday, November 03, 2005 9:26 AM

To: Verne,B. Michael

Subject: Interp

The question Ijust left on your voicemail was this.

Two companieswill contribute to formation of a new LLC.

One company willcontribute the assets of an existing division and take back a majority interestin the LLC.

The othercompany will merge into the LLC and take back a minority interest?

I had looked atthis as an 801.50 situation where the majority owner would report itsacquisition of the minority company that merges in, and there would be nofiling by an acquired person.

Of course, ifit's an 801.2(d), then both parties file as both acquiring and acquired(subject to any specifically available exemptions).

About Informal Interpretations

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.

Learn more about Informal Interpretations.

Return to top