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Rule(s): |
802.1(d), 802.30 |
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Staff: |
Michael Verne |
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Response / Comments: |
04/20/2011 – 1) 802.30 would apply to the UPE that currently holds the assets, but not the other UPE 2)
You would look at the used durable good exemption |
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From: |
Verne, B. Michael |
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Sent: |
Wednesday, April 20, 2011 12:30 PM |
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To: |
(Redacted) |
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Subject: RE: Sorry to bother you |
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1) 802.30 would apply to the UPE that currently holds the assets, but not the other UPE
2) You would look at the used durable good exemption -§ 802.1(d)
From:
(Redacted)
Sent: Wednesday, April 20, 201111:13
AM
To: Verne,
B. Michael
Subject: RE: Sorry to bother you
Mike two follow-ups if you don't mind.
1. Looking at the scenario below, if the Corporation has two UPEs (one by having 50% stock and the other either by 50% irrevocable proxy or right to 50% of board), then if Corporation is a buyer of assets controlled by just one of the UPEs ("A"), then does 802.30 not apply?
2. If the asset was a cruise ship and the buyer was a cruise line, is there a general ordinary course of business exemption, or do you look at the specific used durable goods exemption?
From:
Verne, B. Michael [mailto:MVERNE@ftc.gov]
Sent: Tuesday, April 19, 20111:09 PM
To: (Redacted)
Subject: RE: Sorry to bother you
However, if the proxy is irrevocable, both A and B would be UPEs
From:
(Redacted)]
Sent: Tuesday, April 19, 2011 12:48
PM
To: Verne,
B. Michael
Subject: Sorry to bother you
I think an old question, but to be sure: A person ("A") holds 50% of the voting securities of a Corporation. "A" has granted a proxy to another person ("B") to vote these shares (does it matter if revocable or irrevocable?). I think the view is that "A" still controls the Corporation, ie, still an UPE. Correct? thanks.