2311001 Informal Interpretation

us-ftc-hsr-informal-interpretations-4d746886e6560a70ccd3cd6e48daa0672311001 Informal InterpretationGuidance

Date
Rule
801.2
Staff
Kathryn Walsh
Response/Comments

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
Complete printed PDF page 1

Continue your research in ChatGPT or Claude

Connect Omnilex to search the legal corpus from your AI assistant.