Question
(redacted)
June 3, 1988
Wayne Kaplan
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Re: Confirmation of Telephone Advice
Dear Mr. Kaplan:
We have been retained as counsel to a not-for-profit hospital system (System) to represent it in connection with its proposed affiliation with a not-for-profit hospital (Hospital). In connection with the affiliation, we are preparing the Notification and Report Form pursuant to Section 7(a) of the Clayton Act (15 U.S.C. 18(A)). System is part of a reorganized health care system which is comprised of a not-for-profit parent (Parent) and several affiliates, one of which is the entity making the acquisition. Parent exercises general control over the operations of System through the exercise of certain reserved powers set forth in the corporate bylaws of System. The Parent is sponsored canonically by a religious order of Roman Catholic nuns. The attached exhibit A illustrates graphically the applicable corporate structure.
Based on our telephone conversation, you indicated that under the facts and circumstances presented, the Parent is considered the ultimate Parent for purposes of the Notification And Report Form and there is no need to go up to the next tier which is sponsorship by the religious order. If we do not receive any notice from your office to the contrary within ten (10) days from the date of this letter, we will assume that this position is accurate.
If you have any questions in regard to the above please telephone either (redacted)
Very truly yours
(Redacted)
(Redacted)