2310004 Informal Interpretation

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Sheinberg, Samuel I.
From: 	Sheinberg, Samuel I.
Sent: 	Wednesday, October 4, 2023 11:43 AM
To: 	.
Cc: 	HSRHelp
Subject: 	RE: Question Re: 803.5(a) Certification/801.30 Notice Letter Recipients
What you propose is fine.
Sam
From: HSRHelp <HSRHelp@ftc.gov>
Sent: Monday, October 2, 2023 5:04 PM
To: Walsh, Kathryn E. <kwalsh@ftc.gov>; Berg, Karen E. <KBERG@ftc.gov>; Musick, Vesselina <vmusick@ftc.gov>;
Shaffer, Kristin <kshaffer@ftc.gov>; Sheinberg, Samuel I. <SSHEINBERG@ftc.gov>; Six, Anne <asix@ftc.gov>; Whitehead,
Nora <nwhitehead@ftc.gov>; Fetterman, Michelle <mfetterman@ftc.gov>; Burton, June <jburton@ftc.gov>
Subject: FW: Question Re: 803.5(a) Certification/801.30 Notice Letter Recipients
From:
Sent: Monday, October 2, 2023 5:03:57 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Good afternoon.
I hope this email finds you well. We are reaching out with a question concerning the proper individual to sign a
certification form and receive an 801.30 notice letter on behalf of a limited partnership that lacks officers or directors.
We plan to report an acquisition of control of a limited partnership under 16 CFR § 801.30. The limited
partnership to be acquired is its own ultimate parent and does not have officers or directors. Its general partner, which
holds the authority to certify legal filings for the limited partnership pursuant to 16 CFR § 803.6(a)(1), also lacks officers
or directors. The general partner, however, has a manager. The manager is a corporation controlled by the acquiring
person. The manager-corporation manages the general partner, exercising similar functions to an officer or director of
the GP and has officers and the authority to sign on behalf of the general partner.
Can you confirm that under 16 C.F.R. 803.5(a) and 803.6(a)(1)-(3), an officer of the manager-corporation of the
general partner may sign a certification form on behalf of the acquired limited partnership and receive the 801.30 notice
letter?
Cc:
Subject: Question Re: 803.5(a) Certification/801.30 Notice Letter Recipients
Thanks,
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