us-ftc-hsr-informal-interpretations-4e4eca393444704938a39d66d29f3a65•2409009 Informal Interpretation
2409009 Informal Interpretation
us-ftc-hsr-informal-interpretations-4e4eca393444704938a39d66d29f3a652409009 Informal InterpretationGuidance
You can indicate in Item 1(a) or in an endnote that the UPE is a husband and wife. Yes, one can certify on behalf of both.
Question
From: Sheinberg, Samuel I.
Sent: Monday, September 16, 2024 10:52 AM
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: HSR Form / Question about Listing Spouses as UPE
You can indicate in item 1(a) or in an endnote that the UPE is a husband and wife. Yes, one can certify on behalf of both.
From: [Redacted]
Sent: Monday, September 16, 2024 9:45:21 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: HSR Form / Question about Listing Spouses as UPE
Hi:
In a sale of voting securities, the UPE for an Acquired Person is a husband and wife, who each own 50% of the voting securities. Thus, each is individually a UPE and, through aggregation are each the owner of 100% of the voting securities. How should the spouses be listed in item 1(a)? Can one of them certify the filing on behalf of himself or herself and the spouse?
Sheinberg, Samuel I. From: Sent: To: Sheinberg, Samuel I. Monday, Sep tember 16, 2024 10:52 AM Cc: HSRHe lp Subject: RE: HSR Fo rm / Question about Listing Spou ses as UPE You can indicate in item l(a) or in an endnote that the UPE is a husband and wi fe. Yes, one can cert ify on behalf of both. From: HSRHelp <HSRHe lp@ftc.gov> Sent: Monday, September 16, 2024 9:46 AM To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KB ERG@ftc.gov>; Musick, Vesselina <vm usick@ftc.gov>; Shaffer, Kr istin <kshaffer@ftc.gov>; She inberg, Samuel I. <SS HEINBERG@ftc.gov>; Si x, Anne <as ix@ftc.gov>; Whitehead, Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>; Burton, June <jburton@ftc.gov>; Larson, Peter <plarson@ftc.gov> Subject: FW: HSR Form / Question about Listing Spouses as UPE From: Sent: Monday, Septembe r 16, 2024 9:45:21 AM ( UTC-05:00 ) Eastern Time ( US & Canada) To: HSRHelp <HSRHe lp@ftc.gov> Subject: HSR Fo rm / Question about Listing Spouses as UPE Hi: In a sale of voting securities, t he UPE tor an Acquired Person is a husband and w ife, who each own 50% of the vot in g secu r it ies. Thus, each is ind ividua lly a UPE and, through aggregation are each t he owner of 1 00% of t he vot in g secur it ies. How should t he spouses be listed in item 1(a)? Ca n one of th em certify t he filing on behalf of himself or herself and the spouse? Thank you. 1
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