0605004 Informal Interpretation

-Verne, 0. Michael 	go29s \
From:
Sent: 	Wednesdav. Mav 03.2006 2:39 PM
To: 	Verne, 8.~ i c h a e l
Subject: 	Joint ventures and 802.51
Dear Mike,
I have a question similar to the one I asked you recently regarding the
formation of a foreign JV and looking through the JV via 802.4 versus
examining the transaction directly under 802.51.
Two entities, A and B, are forming a foreign JV. Both A and B are foreign.
Only 6will control the JV after formation; A will have less than 50% of the
voting securities and the right to appoint less than 50% of the BOD of JV.
Is A exempt from filing under 802.51 (b)?
I am pretty sure that the following informal opinions support the view that
this acquisition by A is exempt under 802.51(b), but I wanted to be certain
that I need not look through the JV to the assets it will hold.
Thank you,
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