2501009 Informal Interpretation

Sheinberg, Samuel I.
From: 	HSRHe lp
Sent: 	Tuesday, January 21 , 2025 4:24 PM
To: 	HSR Auto Forward List
Subject: 	FW: Request For Informal Interpretive Advice
From: Fetterman, Michelle
Sent: Tuesday, Ja nuary 21, 2025 4:23:46 PM (UTC-05:00) Eastern Time ( US & Canada)
To:~
Cc: HSRHe lp
Subject: RE: Req uest For Info rmal Inte rpretive Advice
We agree that the trust is i ts own UPE.
From:-
Sent: Tuesda y, January 14, 2025 3 :27:16 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHe lp
Subject: Request For Informa l Interpret ive Advi ce
We have the follow ing r equest for infonnal inte1pretive advice relating to the ultimate parent entity
("UPE") of a tiust.
S is the settlor of the ti11s t. The tiust is i1Tevocable. S has no reversionaiy interest in the c01pus of the
tiust. B is the designated and cunent ti11stee of the tiust in the tiust document. S does not have the right to
remove and replace the ti-ustee of the ti11s t. B, the cunent tiustee, has the ability to name the successor tiustee.
The tiust document further provides that B (the cunent tiustee) can appoint a special tiustee as to any prope1iy
specifi ed by B.
The beneficiaiy or a majority in interest of the beneficiai·ies then entitled to receive or have the benefit
of the income from the trns t: (1) have the power to remove any tiustee, other than B (the cmTent ti11stee) (i.e.,
they expressly cannot remove B as tiustee); and (2) have the right to appoint a successor t rnstee in the event of
the removal of the ti11s tee.
The beneficiaiy (or beneficiaries) do n ot have the conti·actual power presently to remove B (the c mTent
tiustee) as tiustee. While they have the right to appoint a successor ti11s tee in the event of the removal of the
tiustee, the beneficiaries do not have the conti·actual power presently to both remove and rep lace B (the cun ent
tiustee) as tiustee of the trust. Con sequently, since the beneficia1y (o r beneficiaries) do not have the conti·actual
power presently to remove and replace the cm-rent tiustee, the beneficiaiy (or beneficiaries) do not contl'ol the
tiust. Fmi her, since the ti11s t is an inevocable tiust in which the settlor, S, retains no reversionaiy interest, the
beneficiaiy (or beneficiai·ies) do not hold the assets constituting the c01pus of the ti·ust under Rule 80 1.l (c)(4).
Based on the forego ing, it is our understanding that the tiust is its own UPE s ince: (1) the ti11s t is
inevocable; (2) S did not retain any reversionaiy interest in the tiust's c01pus; (3) the ability to designate a
successor ti11s tee does not constitute conti·ol of the tiust; (4) no person has the conti·actual power presently to
remove and replace the cunent ti11stee ; (5) no person conti·o ls the tiust; (6) the beneficia1y (or beneficiaries) do
not hold the assets constituting the c01p us of the ti·ust; and (7) the assets compris ing the c01pus of the ti11s t ai·e
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held by the trust. See Interpretation Nos. 12, 13 and 14 of the Premerger Notification Practice Manual (Fifth
Edition).
Please confirm our understanding that the trust is its own UPE and that it holds all of the assets
comprising the corpus of the trust.
We appreciate your prompt attention, cooperation and assistance.
Very truly yours,
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