0003008 Informal Interpretation

us-ftc-hsr-informal-interpretations-916cf82e392902dbecba7593b9ab43970003008 Informal InterpretationGuidance

Apri la fonte
Date
Rule
801.2(e)
Staff
Michael Verne
Response/Comments
No - S must prepare a pro forma balance sheet, valuing its stock in A by any acceptable accounting method. The value of B stock being acquired determines the size of transaction. It has no bearing on size of person. B. Michael Verne 3/21/00.

Question

From: (redacted)

To: HQ.DCMAIL2.(MVerne)

Date: Mon., Mar 20, 2000 10:52 AM

Subject: 801.2(e)

For the purposes of determining the size-of-person an individual shareholder who has to make an 801.2(e) filing, is the value of the voting securities the individual receives deemed to be included in the measure of the assets held by the person or do you make the determination based on the shareholder's total assets prior to the acquisition on which the shareholder will be filing?

For example, A merges into B. S, a shareholder of A, will receive $15.1 million of B's voting securities as a result of the transaction. B paid a substantial premium over the market for A's shares. Prior to S's gaining beneficial ownership of the B shares at the expiration of the waiting period, S's total assets (based on the trading value of A's shares - S has no other assets) are only $9.5 million. Is S a $10 million dollar person for purposes of this filing under 801.2(e)?

Continua la tua ricerca in ChatGPT o Claude
Collega Omnilex per cercare nel corpus legale dal tuo assistente IA.