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Date
Rule
801.2
Staff
B. Michael Verne
Response/Comments
Advised that both scenarios would be viewed as an acquisition of the assets of the partnership by Partner 2. N. Ovuka concurs.

Question

From: (redacted)
To: Mike Verne <mverne@ftc.gov>
Date: 5/24/02 4:57PM
Subject: Question

Hi Mike. I hope that you have or had a nice long weekend.

Question for you:

Partner 1 withdraws from a partnership, leaving Partner 2 holding 100% of the interests of the partnership. Is Partner 2 deemed to have acquired the assets of the partnership even though it has not made any acquisition? Is the answer different if the original negotiated partnership agreement called for Partner 1 to withdraw by a certain date?

Thank you.

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