2103006 Informal Interpretation

Date:

Tags:

Rule:
801.1, 801.2
Staff:
Kathryn Walsh
Response/Comments:

Assuming the son is over 18, the father and son are separate UPEs.

If there is a reorg, the single parent would be the UPE. If not, each UPE would list its subs as acquired entities.

Question

From: Walsh, Kathryn E.


Sent: Wednesday, March 10, 2021 9:53:59 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: FW: question re Section 1

Assuming the son is over 18, the father and son are separate UPEs.

If there is a reorg, the single parent would be the UPE. If not, each UPE would list its subs as acquired entities.

From: [Redacted]


Sent: Tuesday, March 9, 2021 6:20:40 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: question re Section 1

We represent the acquired entities. It is a family owned business, owned by father and son. The business is divided among several subsidiaries, which are being acquired. In terms of the UPE, while I am still sorting that out, it appears that the father may be the controlling person for some subs, and the son for others. The father is the person filing the form. Does the son need to file separately? If not, is it sufficient to list the son, along with the father in section 2(a).

At this point there may be a reorganization to put the acquired entities into a single parent. In which case, in section 3(a), I should list the parent entity as the acquired UPE and the subsidiary entities as acquired entities. If it decided not to aggregate the subs into a new parent, then I will I intend to list each of the subs as acquired UPEs. Is that correct?

 

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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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