- Answer: B is not covered by 802.21, only A. Otherwise there would be two separate UPEs able to rely on the exemption. MB KW and RJ concur
To: Verne, B. MichaelSubject: 802.21
2 years ago A filed toacquire voting securities of X at the $50 million threshold. The acquiringentity was A's whollyowned sub B. Subsequently A spun off B to itsshareholders. B still holds the voting securities of X. B now would like toacquire additional shares of X which would not exceed the $100 millionthreshold. The question is whether B can rely on 802.21 for its acquisition.