Statement of Administration Policy: H.R. 1885 - Limited Partnership Rollup Reform Act of 1991

(SENT 11/4/91)
(House)
(Markey (D) Massachusetts and 7 others)

The Administration opposes H.R. 1885 for three reasons. First, the issues the bill addresses are well within the existing statutory authority of the Securities and Exchange Commission (SEC) and are under study by it. The SEC has already requested comments on several proposed changes to proxy rules which specifically address elements contained in this legislation.

Second, the proxy and tender offer provisions of the bill could hinder the SEC'S ongoing development of uniform rules governing both corporate and partnership entities. Partnership "rollups," the consolidation of several limited partnerships into single publicly-traded investments, are only one part of this much larger reform effort.

Finally, dissenters' and appraisal rights in rollup transactions have traditionally been defined by State partnership law. A strong enough case has not been made to warrant Federal preemption in the area of partnership rollups.