1104009 Informal Interpretation

From:

Verne, B. Michael

Sent:

Wednesday, April 20, 2011 12:30 PM

To:

(Redacted)

Subject: RE: Sorry to bother you

1) 802.30 would apply to the UPE thatcurrently holds the assets, but not the other UPE

2) You would look at the used durablegood exemption - 802.1(d)

From:(Redacted)
Sent: Wednesday, April 20, 201111:13AM
To: Verne,B. Michael
Subject: RE: Sorry to bother you

Mike two follow-ups if you don't mind.

1.Looking at the scenario below, if theCorporation has two UPEs (one by having 50% stock and the other either by 50%irrevocable proxy or right to 50% of board), then if Corporation is a buyer ofassets controlled by just one of the UPEs ("A"), then does 802.30 notapply?

2.If the asset was a cruise ship and thebuyer was a cruise line, is there a general ordinary course of businessexemption, or do you look at the specific used durable goods exemption?

From: Verne, B. Michael [mailto:MVERNE@ftc.gov]
Sent: Tuesday, April 19, 20111:09 PM
To: (Redacted)
Subject: RE: Sorry to bother you

However, if the proxy is irrevocable,both A and B would be UPEs

From: (Redacted)]
Sent: Tuesday, April 19, 2011 12:48PM
To: Verne,B. Michael
Subject: Sorry to bother you

I think an old question, but to be sure:A person ("A") holds 50% of the voting securities of a Corporation."A" has granted a proxy to another person ("B") to votethese shares (does it matter if revocable or irrevocable?). I think the view isthat "A" still controls the Corporation, ie, still an UPE. Correct?thanks.