{"data":{"id":"us/16-cfr-802.35","jurisdiction":"us","citation":"16 CFR 802.35","heading":"Acquisitions by employee trusts.","body":"An acquisition of voting securities shall be exempt from the notification requirements of the act if:\n(a) The securities are acquired by a trust that meets the qualifications of section 401 of the Internal Revenue Code;\n(b) The trust is controlled by a person that employs the beneficiaries and,\n(c) The voting securities acquired are those of that person or an entity within that person.\nExamples:\n1. Company A establishes a trust for its employees that meets the qualifications of section 401 of the Internal Revenue Code. Company A has the power to designate the trustee of the trust. That trust then acquires 30% of the voting securities of Company A for in excess of $50 million (as adjusted). Later, the trust acquires 20% of the stock of Company B, a wholly-owned subsidiary of Company A, for in excess of $50 million (as adjusted). Neither acquisition is reportable.\n2. Assume that in the example above, “A” has total assets of $100 million (as adjusted). “C” also has total assets of $100 million (as adjusted) and is not controlled by Company A. The trust controlled by Company A plans to acquire 40 percent of the voting securities of Company C for in excess of $50 million (as adjusted). Since Company C is not included within “A,” “A” must observe the requirements of the act before the trust makes the acquisition of Company C's shares.","path":["Title 16—Commercial Practices","CHAPTER I—FEDERAL TRADE COMMISSION","SUBCHAPTER H—RULES, REGULATIONS, STATEMENTS AND INTERPRETATIONS UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976","PART 802—EXEMPTION RULES"],"source_url":"https://www.ecfr.gov/api/versioner/v1/full/2026-08-25/title-16.xml","current_through":"2026-08-25","vintage":"","retrieved_at":"2026-08-27T02:24:29Z","sha256":"f0f323757b745f5849f2cbb6c06a4e3dc6c6efb807c21d426323ecb5f173ac58","source_id":"us-cfr","stale":true,"prev":"us/16-cfr-802.31","next":"us/16-cfr-802.40"},"notice":"GroundRules: Original legal text. Not legal advice."}