Question
July 12, 1994
Via Telecopy and U.S. Mail
Mr. Hy David Rubinstein
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Room 303
6th Street and Pennsylvania Avenue, N.W.
Washington, D.C.
Re: Treatment of Voting Securities held by Estate of Deceased Spouse
Dear Mr. Rubinstein:
The purpose of this letter is to confirm the oral advice you gave me concerning the attribution of voting securities between a natural person and the estate of such person's deceased spouse under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the regulations promulgated thereunder. You confirmed the FTC's position to be that the voting securities held by the estate of a deceased natural person would not be aggregated with the voting securities held by the spouse of the deceased for the purpose of determining the percentage of voting securities held by the estate and the surviving spouse under the definitions of "control" and "hold" (16 C.F.R. 801.1(b) and (c)). You stated that the estate was considered to be a separate entity and that any attribution between spouses ended upon the death of one of the spouses. In rendering this advice, you were aware that the surviving souse is a personal representative of the estate, will be a beneficiary during her lifetime of the trust that will hold the shares under the deceased's will, and will also be a co-trustee of such trust.
Please call me at (redacted) if you do not agree with my restatement of your oral advice.
Very truly yours,
(redacted)