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Upon review it appears that this is a questionable interpretation in that C can elect 50% of the board or more through holding of voting securities. Perhaps C should have been advised to file. More...

Subject to real intent of parties to actually acquire and hold the 49% of the initial org. is not reportable.

Must use ordinary course exemption analysis. c(2) does not apply because areacquiring an asset. 11/24/86

Letter incorrect. Since portions of the consideration are undetermined, the acquiring person must have good faith determine the fair market value of assets. 11/24/1986

Notified OK 11/21/86

Incorrect. Persons are A acquiring B & 802.30 inapplicable despite comparable shareholdings. Wayne Kaplan 11/12/86 Notified writer on 11/13/86

Called (redacted) 11-10-86. I concur

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OK. Agree

Called on 11/25 to confirm understanding. Based on facts, the purchasing corporations appear to be separate persons. Also indicated that facts do not suggest that the transaction is structured as an...