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Two existing separate businesses will not be combined. Thus, an LLC will not be formed. Formal Interpretation 15.

Agree

None noted

It remains the position of the PNO that indemnity reinsurance transactions are not acquisitions under the rules and hence are not reportable. TFH

There is no requirement that B provide information on the entities it plans to acquire if A closes on the A accusation of B voting stock first.

Y does not have the right to 50% of the assets on distribution.

Agree

Agree, The first potentially reportable event would be the purchase of 100% interest in the portfolio. (N. Ovuka, T. Hancock and R. Smith concur)

Unknown

Agree - LLC is not $10 MM person & is its own UPE

Agree - LLC is not $10 MM person & is its own UPE

As a result of the consolidation C would be attributed the assets/revenue of A & B and would be a $100 MM person. $10 MM shareholders of A & B would have potential filing obligation.

Advised the writer that it was unlikely that the FTC would seek civil penalties against holding company if a shareholder acquired it voting stock in violation of the ACT.

Either A or B should file & include information from both companies. Two certification are require.

Advised the writer that in a merger, B would file only with respect to the operations and would not include A.