Skip to main content
Date
Rule
802.51
Staff
Michael Verne
Response/Comments
Ok

Question

From:(redacted)

Sent:Wednesday, March 21, 2007 2:01 PM

To:Verne, B. Michael

Subject:Re: Earlier Conversation

Michael,

Ijust want to confirm the following based on our conversation earlier thisafternoon regarding a transaction involving 3 foreign issuers and 1 US issuer.For purposes of simplicity, I listed the three scenarios we discussed belowalong with the proper analysis.

1) UltimateParent Entity A owns foreign issuer ("Fl") 1, Fl 2, Fl 3, and USIssuer 4. - An analysis is done for three foreign issuers and a separateanalysis is done for US issuer. Only one filing is required.

2) Ultimate Parent Entity A owns Fl 1, Fl 2, and Fl 3. F3 controls US Issuer 4. - An analysis is done for the three foreign issuers. USIssuer 4 will be included under FE 3 for purposes of the analysis. One Filingis required.

3) Ultimate Parent Entity A owns Fl 1, Fl 2, and Fl 3.Ultimate Parent entity B owns US Issuer 4. - An analysis is done for the threeforeign issuers and a separate analysis is done for US issuer 4.Two separate filings are required.

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.