1908002 Informal Interpretation

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Sheinberg, Samuel I.
From:
Sent: 	Wednesday, August 28, 2019 8:59 AM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Carson, Timothy; Sheinberg, Samuel I.; Six, Anne
Subject: 	FW: 802.9 - Competitors
From: Whitehead, Nora
Sent: Wednesday, August 28, 2019 8:59:06 AM (UTC-05:00) Eastern Time (US & Canada)
To:
Cc:
Subject: RE: 802.9 - Competitors
Exemption under Rule 802.9 is not necessarily precluded by the facts you present. However, because intent is factual
inquiry, the acquiring person will need to make the final call and be prepared to defend any decision not to file and
observe the waiting period if the Bureau’s Compliance Division investigates.
From:
Sent: Tuesday, August 27, 2019 4:10:48 PM (UTC-05:00) Eastern Time (US & Canada)
To:
Subject: 802.9 - Competitors
Dear All:
Would the investment only exemption (16 C.F.R. § 802.9) be available for the acquisition of voting securities of Company
A by a former officer and director of Company A who has no current role with or influence over Company A and has no
intention to influence the business decisions of Company A, but who serves as a director or officer of a competitor of
Company A? Please presume that all other elements to permit the availability of the investment only exemption are
met in this scenario.
Thank you very much in advance.
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