2105006 Informal Interpretation

Date:

Tags:

Rule:
Item 4
Staff:
Nora Whitehead
Response/Comments:

Yes, you may redact under the circumstances described.

Question

From: Whitehead, Nora <nwhitehead@ftc.gov>


Sent: Monday, May 17, 2021 12:14:27 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: Redacting Unrelated Content from 4(c) Documents

Yes, you may redact under the circumstances described.

From: [Redacted]


Sent: Sunday, May 16, 2021 10:39:41 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: Redacting Unrelated Content from 4(c) Documents

We hope this email finds staff well. We have a question regarding redacting content unrelated to a proposed transaction from otherwise responsive 4(c) documents. Based on current guidance in the PNO’s checklist, a party may “redact unrelated information from board minutes that are responsive to Item 4(c)[.]” Further, Informal interpretation 1908006 from August 19, 2019 states that “[m]aterial unrelated to a proposed transaction may be redacted from responsive Board minutes (the official approved recaps of business that occurred at a Board meeting) without a claim of privilege.” Our question is whether this guidance extends to meeting minutes of Board Committees (as opposed to the full Board), such as a Mergers & Acquisitions committee. In other words, may a filing party redact information unrelated to the proposed transaction from the minutes of a Board Committee meeting, which are otherwise responsive to Item 4(c)?

We understand it is a bit last minute, but would grealty appreciate a response on Monday, if at all possible. We plan to file on Tuesday.

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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