0612016 Informal Interpretation

From:(redacted)

Sent:Wednesday, December 27, 2006 6:55 PM

To:Verne, B. Michael

Subject:Control question

HiMike:

Hope you enjoyed the holidaybreak! Just to summarize my voice mail, I'd like to get your thoughts onwhether there is any control issue for HSR purposes where an individual withfinancial interests in a newly formed entity (but who does not hold 50% or moreof the voting securities of that newly formed entity) is appointed sole directorof that newly formed entity, if he himself did not have the power to designatehimself (or anyone else) as director. It wouldn't meet either of the controltests as defined in 801.1, but I just want to confirm that the combination offinancial interest and appointment as a director doesn't create any sort of defacto"control" situation for HSR purposes.