AGO 1990-015.

CourtConnecticut
Connecticut Attorney General Opinions 1990. AGO 1990-015. 1990Opinion No. 1990-015Hon. Francisco L. BorgesState Treasurer55 Elm StreetHartford, CT 06106 Dear Mr. Borges: You have requested our advice with reference to an investment of twenty-five million dollars from five State retirement funds1 which you made in entities which acquired assets comprising the Firearms Division of Colt Industries, Inc. You question whether, due to the size of the investment and the participants, a notice filing with the Federal Trade Commission must be made under the Hart-Scott-Rodino Anti-Trust Improvement Act of 1976, codified at 15 U.S.C. e§18a(a). Specifically, you ask whether this transaction falls under the exemption for a state, 15 U.S.C. e§18a(c)(4). After reviewing the pertinent facts and the federal and state statutes and regulations, it is our opinion that the transaction is exempt from the filing requirement of 15 U.S.C. e§18a(a) as a transfer to or from the State. Section 18a(a) of Title 15 of the United States Code provides: (a) Except as exempted pursuant to subsection (c) of this section, no person shall acquire, directly or indirectly, any voting securities or assets of any other person unless both persons . . . file notification pursuant to rules under subsection (d)(l)2 and the waiting period described in subsection (b)(l) has expired, if§---- * * * (3) as a result of such acquisition, the acquiring person would hold ----- (A) 15 per centum or more of the voting securities or assets of the acquired person, or (B) an aggregate total amount of the voting securities and assets of the acquired person in excess of $15,000,000. Exemptions to the foregoing Federal Trade Commission notification requirement are enumerated in subsection (c) to 15 U.S.C. e§18a. In relevant part, it states: (c) The following classes of transactions are exempt from the requirements of this section ----- ... (4) transfers to or from a Federal agency or a State or political subdivision thereof;.... In addition, the Federal Trade Commission adopted regulations defining the terms used in 15 U.S.C. e§18a. "Person" is defined to mean "an ultimate parent entity and all entities which it controls directly or indirectly." 16 C.F.R. e 80l.l(a)(l). Although "entity" is defined to include a trust, excluded from the meaning of this term are, inter alia, any of the...

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