FTC clarifies Hart-Scott-Rodino filings for LLCs; because the rules still favor partnerships, merging parties should plan deals carefully

Article Abstract:

The FTC's Premerger Notification Office has adopted Formal Interpretation 15, effective Mar 1, 1999, dealing with the formation of limited liability companies (LLCs) and acquisitions by LLCs. This interpretation will require Hart-Scott-Rodino filings in many cases in which the prior tests and interpretations did not. The disparities between Hart-Scott-Rodino treatment of limited liability companies and corporate formations and the continuing benevolent treatment of partnerships, especially in the case of special-purpose joint ventures, continue to present opportunities for planning.

United States, Limited liability companies

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Investors offshore face host of U.S. regulations; investment is limited by doctrine that requires SEC registration of funds with 100 U.S. participants

Article Abstract:

The Securities and Exchange Commission's position on offshore stock funds requires those with 100 or more US beneficial owners to register under the Investment Company Act of 1940. Known as the Touche Remnant doctrine, this position will be unaffected by proposed legislation in the House that amends other aspects of the ICA. In light of the attractiveness of offshore funds, managers must be careful to ensure the number of US beneficial owners never equals or exceeds 100. Tax, attribution, and other concerns are explored.

Foreign investments, Laws, regulations and rules, Disclosure (Securities law), United States. Securities and Exchange Commission

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Increase in American depositary receipt offerings in the United States during the first half of 1996 points to renewed interest in offshore securities investments

Article Abstract:

The large increase in American depositary (ADR) receipt offerings during the first half of 1996 contrasts with a 1995 in which the market was adversely influenced by a general lack of interest in emerging economies and by the peso crisis. The 1933 Act states that registration with the SEC must happen for ADRs unless they are exempt. Form F-6 is used for such registration. This instrument was originally developed to as a solution to US investors' problems in buying foreign equities.

American depository receipts, American depositary receipts

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