[Code of Federal Regulations]

[Title 31, Volume 3]

[Revised as of July 1, 2005]

From the U.S. Government Printing Office via GPO Access

[CITE: 31CFR800.204]



[Page 932-933]

 

                  TITLE 31--MONEY AND FINANCE: TREASURY

 

  CHAPTER VIII--OFFICE OF INTERNATIONAL INVESTMENT, DEPARTMENT OF THE 

                                TREASURY

 

PART 800_REGULATIONS PERTAINING TO MERGERS, ACQUISITIONS, AND TAKEOVERS 

BY FOREIGN PERSONS--Table of Contents

 

                          Subpart B_Definitions

 

Sec. 800.204  Control.



    (a) The term control means the power, direct or indirect, whether or 

not exercised, and whether or not exercised or exercisable through the 

ownership of a majority or a dominant minority of the total outstanding 

voting securities of an issuer, or by proxy voting, contractual 

arrangements or other means, to determine, direct or decide matters 

affecting an entity; in particular, but without limitation, to 

determine, direct, take, reach or cause decisions regarding:



[[Page 933]]



    (1) The sale, lease, mortgage, pledge or other transfer of any or 

all of the principal assets of the entity, whether or not in the 

ordinary course of business;

    (2) The dissolution of the entity;

    (3) The closing and/or relocation of the production or research and 

development facilities of the entity;

    (4) The termination or non-fulfillment of contracts of the entity; 

or

    (5) The amendment of the Articles of Incorporation or constituent 

agreement of the entity with respect to the matters described at 

paragraph (a) (1) through (4) of this section.

    (b) In examining questions of control in situations where more than 

one foreign person has an interest in a U.S. person, consideration will 

be given to factors such as whether the foreign persons are related and/

or whether they have commitments to act in concert.