Control no longer controlling for HSR reporting of not-for-profit combinations
By Premerger Notification Office Staff
The PNO routinely provides informal guidance on Hart-Scott-Rodino reporting obligations that arise when combining not-for-profit entities, typically in the context of hospital combinations. In the past, much of this guidance focused on whether the combination resulted in a change of "control" of the board of directors of one or more of the combining entities. This was because those seeking guidance described hospital combinations primarily in terms of formal board governance.
Recently, however, when asked to analyze combinations of non-for-profit entities, the PNO began to appreciate the limitations of relying solely on the concept of control to determine reportability. In particular, as potential filers described combinations of not-for-profit hospitals, it became clear that a potentially reportable acquisition could occur even when there is no change in control of the board of directors of one of the combining entities. Typically, this is because one party obtains the indicia of beneficial ownership over the assets of another party the fundamental basis for concluding that a potentially reportable acquisition occurs under any HSR analysis.
To clarify the analysis for those evaluating a transaction that involves not-for-profit entities, the PNO has posted a tip sheet reviewing how to assess the reportability of common not-for-profit combinations, with a focus on the "affiliation" of not-for-profit hospital systems. The tip sheet supersedes prior informal guidance for not-for-profit combinations and will apply to transactions to be consummated after today.
Rental listing scams after a hurricane
by Colleen Tressler
Consumer Education Specialist, FTC
If you, or someone you know, were displaced after Hurricane Florence or Michael, finding a new place to live is a priority. But before you pay any money, be cautious of rental listing scams. Scammers often advertise rentals that don’t exist to trick people into sending money before they find out the truth.
Some scammers hijack a real rental or real estate listing by changing the email address or other contact information, and placing the modified ad on another site. The altered ad may even use the name of the person who posted the original ad. In other cases, scammers have hijacked the email accounts of property owners on reputable rental websites. Other rip-off artists make up listings for places that aren’t for rent or don’t exist.
Here are some signs you may be dealing with a scam:
They tell you to wire money. There’s never a good reason to wire money to pay a security deposit, application fee, or first month’s rent. That’s true even if they send you a contract first. Wiring money is like sending cash once you send it, you have no way to get it back.
They want a security deposit or first month’s rent before you’ve met or signed a lease. If you can’t visit the residence, ask someone you trust to go and confirm that it’s for rent, and that it’s what was advertised. Also do a search on the owner and listing. If you find the same ad listed under a different name, that’s a clue it may be a scam.
If you think you’ve been scammed, report it to local law enforcement and the FTC at