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us-ftc-hsr-informal-interpretations-30978c0f5c15678e096f80aa4d3bbd34•0602022 Informal Interpretation
0602022 Informal Interpretation
us-ftc-hsr-informal-interpretations-30978c0f5c15678e096f80aa4d3bbd340602022 Informal InterpretationGuidance
Date
Rule
801.1
Staff
Michael Verne
Response/Comments
No.
Question
From: (redacted)
Sent: Wednesday, February 22, 2006 11:22 AM
To: Verne, B. Michael
Subject:USissuer
Hi Mike. I have a questionregarding whether an entity could be considered a US issuerfor HSR purposes.
The company is organizedunder the laws of a foreign country, incorporated there and trades on a stockexchange there. General meetings of the company are held in this foreigncountry. In its articles of association, it lists a city in the foreign countryas the "corporate seat" and the "registered office" of thecompany.
However, the company statesin its publications and on its website that it has two headquarters: one inthis foreign country and another in NY. No mention is made in the articles ofassociation of a US headquarters.
Is this sufficient to makethe company a US company for HSR purposes?
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