2408010 Informal Interpretation

Date

August 12, 2024

Rule

Item 4

Staff

Vesselina Musick

Response/Comments

The filing party may not make the redactions you have described. The only document where redactions for relevance, as opposed to privilege, are acceptable is the formal board minutes.

Original Image - 2408010 Informal Interpretation (527.34 KB)

Question

From: Musick, Vesselina <vmusick@ftc.gov>
Sent: Monday, August 12, 2024 1:54:22 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Redacting Unrelated Content from 4(c) Documents

The filing party may not make the redactions you have described. The only document where redactions for relevance, as opposed to privilege, are acceptable is the formal board minutes.

From: [Redacted]
Sent: Friday, August 9, 2024 1:01:18 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Redacting Unrelated Content from 4(c) Documents

Hi PNO Team – We have a question regarding redacting content unrelated to a proposed transaction from otherwise responsive 4(c) documents. In the PNO’s published guidance, a party may redact “unrelated information from board minutes that are responsive to Item 4(c)[.]” In prior informal interpretations (e.g. 2105006, submitted May 17, 2021), you confirmed that guidance and extended it to minutes of committees of the full board.

Today, we would like clarification on whether that guidance extends to the notes of an attendee of a full board meeting. Our question is: may a filing party redact information unrelated to the proposed transaction from the notes of an attendee of a full Board meeting, where such notes otherwise contain material responsive to Item 4(c) but are not themselves the formal minutes?

We believe that the same logic by which the PNO has determined that filing parties may permissibly redact unrelated information within the minutes suggests that notes of an attendee of a full Board meeting (if a 4(c) document) may permissibly be redacted. We believe the existing redaction policy suggests redaction here because it would undermine the policy applicable to the minutes to require full disclosure of notes that would permit reconstruction of information unrelated to the transaction within the minutes.

We would greatly appreciate a response by Tuesday of next week, if at all possible. We anticipate filing soon.

--
Sheinberg, Samuel I.
From:
Sent:
To:
Subject:
HSRHe lp
Monday, August 12, 2024 1:5 4 PM
Walsh, Kathryn E.; Berg, Karen E.; Shaffer, Krist in; Sheinberg, Samuel I.; Six, Anne;
Whitehead, Nora; Fetterman, Michelle; Burton, June; Larson, Peter
FW : Redacti ng Unrelated Content from 4(c) Documents
From: Mu sick, Ve ss elina <vmusick@ftc.gov>
Sent : Mo nda y, August 12, 2024 1:54:22 PM ( UTC-05:00) Easte rn Time (U S & Canada)
To:
Cc : HSRHe lp < HSRHelp@ftc.gov>
Subject: RE: Redacting Un related Co ntent from 4(c) Documents
The f iling party may not ma ke the re dactions you have described. The only document where redact i ons fo r
relevance, as opposed to pr ivilege, are acceptable is the formal board min utes.
From:
I
Sent : Friday, Augu st 9, 2024 1: 01 :18 PM (UTC-05:0 0) Ea ste rn Time ( US & Canada)
To: HSRHelp < HSRHe lp@ftc.gov>
Subject: Redacting Un related Co nte nt fro m 4(c) Documents
Hi PNO Team - W e ha ve a question regarding redacting content unrelated to a propo sed t ransaction from otherwise
responsive 4(c) documents. In the PNO 's published guidance, a party may redact " unrelated information from board
minute s that are responsive to Item 4(c)[.]" In prior informal interpretations (e.g. 2105006, submitted May 17, 2021 ),
you confirmed that guidance and extended it to minute s of committee s of the fu ll board.
Today, we wou ld li ke cl arification on whether that guidance extends to the notes of an attendee of a full board meeting.
Our question is: may a fi li ng part y redact i nformat ion un related to the proposed t r an saction from the notes of an
attendee of a full Board meeting, where such note s o therw ise contain material responsive to Item 4(c) but are not
themselv es the formal minute s?
We believe that the same logic by which the PNO has determined that fi li ng pa rt ies may per mi ssibly redact unrelated
infor mat ion wi th in the minutes suggests that note s of an attendee of a full Board meeting ( if a 4(c) docu ment ) may
perm issibly be redacted. We believe the existing redaction po licy suggest s redact ion here because it would undermi ne
the policy applicable to the minutes to require f ull disclosure of note s that wou ld permit reconstruct ion of i nformat ion
unrelated to the tran saction w ithin the minute s.
We wo uld greatly appre ci ate a response by Tuesda y of next week, if at a ll possible. We anticipate fi li ng soon .
1

2408010 Informal Interpretation

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