us-ftc-hsr-informal-interpretations-4d746886e6560a70ccd3cd6e48daa067•2311001 Informal Interpretation
2311001 Informal Interpretation
us-ftc-hsr-informal-interpretations-4d746886e6560a70ccd3cd6e48daa0672311001 Informal InterpretationGuidance
We typically see both spouses listed as the UPE, but only one of them has to sign.
Question
From: Walsh, Kathryn E. <kwalsh@ftc.gov>
Sent: Tuesday, November 14, 2023 9:51:19 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: FW: Filing Person Question
We typically see both spouses listed as the UPE, but only one of them has to sign.
From: [Redacted]
Sent: Monday, November 13, 2023 5:05:51 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Cc: [Redacted]
Subject: Filing Person Question
Spouse 1 (S1) and Spouse 2 (S2) are married. S1 owns more than 50% of the voting securities in an entity; S2 does not own any. There are no minor children. Buyer will be acquiring all of those voting securities.
We know that S1 must file as a UPE, but does S2 also have to be included on the notification form as part of the UPE (where S2 does not own any of the acquired voting securities)?
She inberg, Samuel I. From: HSR Help Se nt: Tuesday, November 14, 2023 9:51 AM To: Berg, Karen E.; Mus ick, Vesse lina; Sh affer, Krist in; She inberg, Samuel I.; Six, Anne; Whitehead, No ra; Fetterman, Mic helle; Burton, June S ubj ect : FW: Filing Person Question From: Wa lsh, Kath ryn E. < kwalsh@ftc.gov> Sent : Tuesda , November 14, 2023 9:51:19 AM To: Cc: e p < e p c.gov> Subject: FW : Filing Person Question CONTROLLED We t ypi ca lly see both spouses listed as the UPE , but on ly one of them has to sign. From: Sent : To: HSRHe l < HSRHel @ftc. ov> Cc: Spouse 1 (Sl ) and Spouse 2 (S2 ) are marr ied . Sl owns mo re than 50% of the v ot ing se curit ies in an ent it y; S2 doe s not own any. There are no m i nor ch ildren. Bu y er will be acqu iring all of those v ot ing securit ies. We k now that Sl mu st fi le as a UPE , but does S2 a ls o have to be included on the not ifi cation form as part of the UPE (w here S2 does not ow n an y of the acquired v ot ing securit ies)? Best regards, 1
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