0507010 Informal Interpretation

us-ftc-hsr-informal-interpretations-ccf30b6cd7a4e64cdf859ace409c9c530507010 Informal InterpretationGuidance

Date
Rule
Form - Item 4(c)
Staff
Michael Verne
Response/Comments
If used by an officer or director to analyze the transaction, they are 4(c) even if unsolicited. N Ovuka concurs.

Question

From:(redacted)
Sent: Friday, July 22, 2005 2:36 PM
To:Verne, B. Michael
Subject: Investment BankPitches/Item 4(c) Documents

Mike,

I am writing toyou with a question about pitches that were made by investment banks to the boardof directors of the acquired person/entity. We have 8 binders of discussionmaterials that were prepared by each of 8 separate investment banks inconnection with a transaction for which we are preparing an HSR Notification. The acquired person/entity did not use any of theseinvestment banks for the transaction.

Most of theinformation in the binders is about the investment bank but there is someinformation that might be considered Item 4(c) information such as sectionsthat talk about how to position CPL.

Would thesetypes of pitches be considered Item 4(c) documents that would need to beincluded in the HSR Notification?

(redacted)


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