2212002 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRHelp
Sent: 	Friday, December 9, 2022 12:04 PM
To: 	Walsh, Kathryn E.; Berg, Karen E.; Musick, Vesselina; Sheinberg, Samuel I.; Six, Anne; Whitehead, Nora;
Fetterman, Michelle
Subject: 	FW: Acquisition of interest in non-corporate entity which would not confer control
To:
Cc: HSRHelp <HSRHelp@ftc.gov>
From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Friday, December 9, 2022 12:04:01 PM (UTC-05:00) Eastern Time (US & Canada)
Subject: RE: Acquisition of interest in non-corporate entity which would not confer control
Per Rule 801.2(f), only acquisitions of non-corporate interests that result in the acquiring person acquiring control of the
non-corporate entity are reportable. Therefore, if control, as defined in Rule 801.1(b), of the non-corporate entity is not
acquired, there is no filing, regardless of the size of the transaction. Please note, however, that these rules should be
read in conjunction with Rule 801.90, which prohibits structuring transactions to avoid HSR filing obligations.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-2388 | kshaffer@ftc.gov
From:
Sent: Friday, December 9, 2022 10:46:34 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Acquisition of interest in non-corporate entity which would not confer control
For an acquisition of an interest in a non-corporate entity which would not confer control but would exceed the various
filing thresholds: Is there a filing exemption, and what is the relevant citation?
Thank you for your help.
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