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0607006 Informal Interpretation
us-ftc-hsr-informal-interpretations-d2f30e54eae34861bb96adf3c0ac15b60607006 Informal InterpretationGuidance
Date
Rule
801.10
Response/Comments
The Board can delegate the role of determining the fair market value to any one they want. There is no requirement that the Board take any formal action to approve the determination, but they are ultimately responsible for it.
Question
From: (redacted)
Sent: Tuesday, July 11, 2006 6:12 PM
To: Verne,B. Michael
Cc: Ovuka,Nancy M.
Subject: HSRQuestion
Section 801.10(c)(3) of the HSRRegulations provides that "fair market value" is to be determined ingood faith by the board of directors of the ultimate parent entity includedwithin the acquiring person; or by an entity delegated that function by suchboard.
What is intended by the reference to an "entitydelegated....", i.e., who can the board delegate such role to? Can theydelegate that role to the CFO? Must the board ultimately approve the specificvaluation ascribed by the delegated entity or is it sufficient if it merelydelegates the duty and have that delegate report back to the officers of thecorporation?
Ifyou could let me know how that provision has been interpreted, it would be veryhelpful. Thanks.
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