0905014 Informal Interpretation

Date

May 21, 2009

Rule

803.5, 801.30

Staff

Michael Verne

Response/Comments

The acquired person should do an 803.5(b) affidavit that says it has a good faith intention to complete any actions required to enable the acquisition of the non-corporate interests from interest holders.

Original Image File (448.64 KB)

Question

From:

(redacted)

Sent:

Thursday, May 21 , 2009 12:52 PM

To:

Verne, B. Michael

Subject: Question reAffidavits

Mike,

I have a questionregarding the form of affidavit required of the acquired person in an acquisition of non-corporateinterests from third parties.

Such an acquisitiondoes not appear to be subject to 801.30 because non-corporate interests rather than"voting securities" are being acquired. If so, this would mean an803.5(a) affidavit would not apply.

The acquired person,however, is not a party to a purchase agreement (although in this case it isaware of the agreement). Should it nevertheless submit an 803.5(b) affidavit?

Question re Affidavits
Verne, B. Michael
From:
Sent:
To:
Thursday, May 21 , 2009 12:52 PM
Verne, B. Michael
Subject: Question re Affidavits
Mike,
<d b \' '30
~
eo? ' ~
I have a question regarding the form of affidavit required of the acquired person in an
acquisition of non-corporate interests from third parties.
Page 1 of2
Such an acquisition does not appear to be subject to 801.30 because non-corporate interests
rather than "voting securities" are being acquired. 	If so, this would mean an 803.5(a) affidavit
would not apply.
The acquired person, however, is not a party to a purchase agreement (although in this case it
is aware of the agreement). 	Should it nevertheless submit an 803.5(b) affidavit?
Thank you,
5121 /2009

The acquired person should do an 803.5(b) affidavit that says it has a
good faith intention to complete any actions required to enable the
acquisition of the non-corporate interests from interest holders.

0905014 Informal Interpretation

Question

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