Question
Informal Staff Opinion 9102010 - 801.1(b)(1)
Rule(s): 801.l(b)(1)
(redacted)
Mr. Patrick Sharpe
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Dear Patrick:
On September 13, 1990, the above-captioned corporation (redacted) anonymously requested whether afiling would be necessary for the formation or partnership through which (redacted) would have the rightto choose a majority of the Board of Directors of one subsidiary wholly-owned by the partnership (theredacted) and (redacted ) would have the right to choose a majority of the Board of Directors o f the othersubsidiary wholly-owned by the partnership (the redacted). A copy of that request is attached hereto. TheFTCs response was that a filing was required given (redacted) control of the (redacted) . Consequently,(redacted) filed Notification and Report Forms (the Forms) on (redacted). Early termination wasgranted on (redacted).
At the time of September request and filing, the parties contemplated that the partnership woulddissolve. Under the partnership agreement, a copy of which was filed with the Forms, upon dissolution,(redacted) would receive the shares of the (redacted) subsidiary.
The parties are now contemplating dissolving the partnership shortly after its formation. Dissolutionwould not effectively change the control of either the (redacted) or the (redacted) Subsidiaries. Becauseneither the control of the Subsidiaries not the antitrust analysis used with respect to the Forms will changeas a result of dissolution, we do not believe an additional filing is necessary upon dissolution.
During our telephone conversation on February 25, 1991, you indicated that an additional filing wouldnot be necessary upon dissolution, which is consistent with the position apparently adopted by Jeff Dahnkein the attached letter. If I do not hear to the contrary from you by March 6, 1991, I will assume that a filing upon dissolution is not necessary.
Very truly yours,
cc: (redacted)