0110004 Informal Interpretation

To: File
From: (Redacted)

Date:

Facts: In 1990, Corporation A ( a foreign corporation) and Corporation B (a U.S. corporation) each contributed certain assets and formed 1) Corporation X (a Swiss Joint Venture) and 2) Partnership Y, (a U.S. Partnership). A and B each own 50% of Corporation X and Partnership Y. No premerger notifications were made at the time X and Y were formed. Corporation A and B now wish to contribute additional assets to X and Y as follows:

1. B's Contribution to Y partnership - assets located in U.S. valued at $10 million, no revenues in U.S. in the most recent year.

2. A's Contribution to Y Partnership - intellectual property currently valued at $0, no revenues in U.S. in most recent year.

3. A's contribution to X Joint Venture - foreign assets valued at $50 million, no revenues in U.S. in most recent year

4. B's contribution to X Joint Venture - foreign intellectual property currently valued at 0, no revenues in U.S. in most recent year.

I have assumed for purposes of analysis that 1) the size of parties test has been met 2) both A and B are the ultimate parent entities of X and Y.

Analysis:

1. A's acquisition from B consists of $10 million in U.S. assets - These assets would be exempt under 802.51(c)

2. B's acquisition from A consists of foreign assets valued at $50 million - These assets would be exempt under 802.50

Conclusion: Premerger Notification is not required.