1908002 Informal Interpretation

Date:

Tags:

Rule:
802.9
Staff:
Nora Whitehead
Response/Comments:

Exemption under Rule 802.9 is not necessarily precluded by the facts you present. However, because intent is factual inquiry, the acquiring person will need to make the final call and be prepared to defend any decision not to file and observe the waiting period if the Bureau’s Compliance Division investigates.

Question

From: Whitehead, Nora

Sent: Wednesday, August 28, 2019 8:59:06 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: 802.9 - Competitors

Exemption under Rule 802.9 is not necessarily precluded by the facts you present. However, because intent is factual inquiry, the acquiring person will need to make the final call and be prepared to defend any decision not to file and observe the waiting period if the Bureau’s Compliance Division investigates.

From: [Redacted]

Sent: Tuesday, August 27, 2019 4:10:48 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: 802.9 - Competitors

Dear All:

Would the investment only exemption (16 C.F.R. § 802.9) be available for the acquisition of voting securities of Company A by a former officer and director of Company A who has no current role with or influence over Company A and has no intention to influence the business decisions of Company A, but who serves as a director or officer of a competitor of Company A? Please presume that all other elements to permit the availability of the investment only exemption are met in this scenario.

Thank you very much in advance.

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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