1207006 Informal Interpretation

Date:
Rule:
801.1(b)
Staff:
Michael Verne
Response/Comments:

  – Confirmed that the other hospital has a different corporate parent.  Each corporate parent is its own UPE for purposed of aggregation.  (Redacted) -we have done some quick research on your issue and here is what we have found: 1) Int. #234 specifically addresses how a religious organization can report on the notification form. I'm not sure that is intended to address religious orders filing notification, organization seems to me to imply some sort of NFP corporate entity. 2) The 1996 letter from Sipple appears to be a concession he made to allow intra-person to apply. The letter also states that he advised that although the order did not control the underlying entities under the HSR rules, it somehow held the assets of the entities. Not sure how that works. K Walsh concurs.

Question

From:

(Redacted)

Sent:

Wednesday, July 11, 2012 4:41 PM

To:

Verne, B. Michael; (Redacted)

Cc:

Walsh, Kathryn

Subject:

RE: Call on Wednesday, July 11

Michael,

Therelationship between the Hospital (the assets of which would be acquired) andthe sponsoring religious Order is described below. (This description is basedon the organizational documents for one of the two hospitals to be acquired. Iunderstand that the structure for the other hospital (which is not my client)is substantially the same.)

TheHospital, along with a foundation, are sister corporations under a systemParent corporation. All are nonprofit, non-stock entities. The Members of theParent are five individuals: (a) the president and CEO of the hospital; (b) theGeneral Superior of the sponsoring religious Order; and (c) and three othermembers of the Order, designated by the General Superior. The individuals whoare Members also sit ex officio as the Board of Trustees of the Parent.(The members can appoint additional Trustees, but none have been appointed.)The Parent, in turn, appoints the governing board of the Hospital and exercisesall rights of membership defined in the Hospital's governing documents. let meknow if there is additional information that would be helpful to this question.

From: Verne, B. Michael [mailto:MVERNE@ftc.gov]
Sent: Wednesday, July 11, 2012 3:13 PM
To: (Redacted)
Cc: Walsh, Kathryn Subject: RE: Call on Wednesday, July 11

(Redacted) -we have done some quick research onyour issue and here is what we have found:

1) Int. #234 specifically addresses how a religiousorganization can report on the notification form. I'm not sure that is intendedto address religious orders filing notification, organization seems to me toimply some sort of NFP corporate entity.

2) The 1996 letter from Sipple appears to be a concessionhe made to allow intra-person to apply. The letter also states that he advisedthat although the order did not control the underlying entities under the HSRrules, it somehow held the assets of the entities. Not sure how that works.

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