You can list them as John and Jane Doe and provide an explanation, in an endnote, that they are a married couple.
Question
You can list them as John and Jane Doe and provide an explanation, in an endnote, that they are a married couple.
From: [Redacted]
Sent: Friday, April 29, 2022 4:32:31 PM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Spouses as UPE
Good afternoon,
I have a situation where I have determined that the Acquired Person is a husband and wife (John and Jane Doe). John and Jane each own 50% each of entity A, which “controls” for HSR purposes the acquired entity, entity B.
HSR Rules state:
- The holdings of spouses and their minor children shall be holdings of each of them.
- only one notification shall be filed by or on behalf of a natural person, spouse and minor children with respect to an acquisition…
Therefore, the Acquired Person is John and Jane. My question is whether I should list only one of them as the Acquired Person on the Notification, e.g. just “John Doe” or just “Jane Doe”, or whether I should list them together as “John and Jane Doe”.
The rule that is giving me pause is below, specifically the highlighted portion. I cannot tell by the use of the word “or” whether that means only Jane Doe (or only John Doe or their minor child) should be listed as the UPE, or whether John and Jane Doe together should be listed as the UPE on the form.
I appreciate your help.