0508006 Informal Interpretation

Date

August 30, 2005

Rule

Form Item 6

Staff

Michael Verne

Response/Comments

1) Treat s partnership. 2) List all of the holding of the individual holding 51%. He is UPE.

UPDATE June 1, 2016: Response (1) no longer represents the position of the PNO. Please see https://www.ftc.gov/news-events/blogs/competition-matters/2016/05/corporate-or-non-corporate-new-approach-classifying.

Original Image File (64.95 KB)

Question

From: (redacted)
Sent: Wednesday, August 10, 2005 12:16 PM
To: Verne, B. Michael
Subject: HSR Query

Mike, I hope that you survived your trip to Eastern Europe. I am sure that you had a lot of interesting experiences. It is probably the only affordable area left in Europe to visit!

Keeping with the same European topic, I have a transaction which involves the acquisition by a German AG (redacted) of all of the interests of a German GmbH (redacted). There are two questions in this respect:

1. Should I treat the acquisition as an acquisition of assets (i.e. partnership) or shares? A German (redacted)is analogous to a US limited partnership. It has not bifurcated management structure similar to a board of directors and officers. It is managed by the general partner (which happens to be a subsidiary of the GmbH (redacted)- this seems strange to US lawyers, but is possible in Germany).

2. The acquiring party is a German AG. It is a public company in Germany, but 51 % of the shares are held by one person. This person has some other minority investments in Germany in unrelated areas and unrelated companies. Can I list the German AG as the ultimate parent entity? Or do I have to list all of the individual's holdings in Item 6?

0508006 Informal Interpretation

Question

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