1111004 Informal Interpretation

From:

(Redacted)

Sent:

Thursday, November 03, 2011 4:30 PM

To:

Verne, B. Michael

Subject:

Control calculation re Corporation

Mike, if you are tryingto determine control of a corporation for an HSR filing and there are numerousclasses of stock, my recollection from previous discussions with you is thatwhen you make the calculation under 801.12, you use the voting rights fordirectors which are set forth in the articles of incorporation or in the stockinstruments, and NOT the voting rights that might arise under a shareholdersagreement? Is that correct?

But if the shareholders'agreement gave a contractual right to elect fifty percent of directors I assumethat would give control for HSR purposes and end the discussion. But if theshareholders' agreement did not give such right, do I follow what's discussedin the first paragraph above?