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Date
Rule
802.4, 802.51
Staff
Michael Verne
Response/Comments
It is exempt under 802.51 because A is acquiring less than 50% of the voting securities of JV. You need not do an 802.4 analysis.

Question

From: (redacted)

Sent: Wednesday,May 03, 2006 2:39 PM

To: Verne, B.Michael

Subject:Joint ventures and 802.51

DearMike,

I have a question similar to the one I asked yourecently regarding the formation of a foreign JV and looking through the JV via802.4 versus examining the transaction directly under 802.51.

Twoentities, A and B, are forming a foreign JV. Both A and B are foreign. Only Bwill control the JV after formation; A will have less than 50% of the votingsecurities and the right to appoint less than 50% of the BOD of JV. Is A exemptfrom filing under 802.51(b)?

Iam pretty sure that the following informal opinions support the view that thisacquisition by A is exempt under 802.51(b), but I wanted to be certain that Ineed not look through the JV to the assets it will hold.

httpIlwww.ftc.gov/bdhsr/informal/opinions/0301008.htmhttp:I/wvvvv.ftc.govIbdh…

Thankyou,

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. 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. 

Learn more about Informal Interpretations.

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