2010001 Informal Interpretation

Date:

Tags:

Rule:
803.5
Staff:
Karen Berg
Response/Comments:
  1. Yes
  2. Yes. Be sure that the Affidavit identifies the signatory along with his/her title and entity, and states that he or she is authorized to make the affidavit on behalf of the UPE. The signatory must attest to good faith of the UPE to complete the transaction .

Question

From: Berg, Karen E.


Sent: Friday, October 2, 2020 1:35:13 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: Affidavit/Certification Question

  1. Yes
  2. Yes. Be sure that the Affidavit identifies the signatory along with his/her title and entity, and states that he or she is authorized to make the affidavit on behalf of the UPE. The signatory must attest to good faith of the UPE to complete the transaction.

From: [Redacted]


Sent: Friday, October 2, 2020 11:43:42 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: Affidavit/Certification Question

Good morning,

I have a quick question regarding affidavits and certifications. Under the guidance of PNPM 209, I understand that for an LLC or partnership, an officer of the general partner should execute the affidavit and certification page. However, in our specific case, the ultimate parent (a limited partnership) would like an officer of the acquired entity (a corporation) to sign on its behalf.

  1. Is this okay?
  2. If so, should we check the 1(e) box, listing the acquired entity since it is technically filing on the ultimate parent’s behalf?

 

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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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