1904005 Informal Interpretation

Date:

Tags:

Rule:
Item 5(a)
Staff:
Karen Berg
Response/Comments:

The focus is on where the minority‐held entity has operations, just as it would be for a controlled entity in Item
5a. Because you don’t control it, you would use the miscellaneous intermediation or portfolio management NAICS code
rather than a wholesaling code, for example.

Question

From: Berg, Karen E.


Sent: Monday, April 15, 2019 12:30:02 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: Quick (I hope) question regarding US natural person revenues item 5(a)

The focus is on where the minority-held entity has operations, just as it would be for a controlled entity in Item 5a. Because you don’t control it, you would use the miscellaneous intermediation or portfolio management NAICS code rather than a wholesaling code, for example.

From: [Redacted]

Sent: Monday, April 15, 2019 10:27 AM


To: Berg, Karen E. <KBERG@ftc.gov>


Cc: [Redacted]


Subject: RE: Quick (I hope) question regarding US natural person revenues item 5(a)

Many thanks Karen. Just to be sure I understand it the focus is on the location of the entity in which a person holds a minority interest. So, if a person holds a minority interest in a US company and receives a dividend payment in its X-US account that is US revenue for item 5 and if a person holds a minority interest in a X-US company and receives a dividend payment in its US account that is not US revenue for item 5, right?

From: Berg, Karen E. <KBERG@ftc.gov>


Sent: Monday, April 15, 2019 10:20 AM


To: [Redacted]


Cc: [Redacted]


Subject: RE: Quick (I hope) question regarding US natural person revenues item 5(a)

The interest/dividend income should be derived from US operations; the location of account(s) they sit in after being earned is irrelevant.

From: [Redacted]


Sent: Wednesday, April 10, 2019 10:13 AM


To: [Redacted]


Subject: Quick (I hope) question regarding US natural person revenues item 5(a)

Hi all,

Hope everyone is enjoying the Spring weather! I am retired but consulting so not gone yet and continue with questions (one of the great things about HSR is there always something more to learn)… This is sort of a weird question but we have a natural US person UPE and the question is which dividend/interest income must be included in item 5(a):

1. All revenues in UPE’s US bank accounts regardless of source?

2. All revenues from US companies regardless of location of account?

3. All revenues from X-US companies with over $90 million of US revenues/assets (tied into 802.51) regardless of whether they are paid into a US or X-US account?

Many thanks as always!

 

 

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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