1108003 Informal Interpretation

From: (Redacted)]
Sent: Friday, August 19, 2011 3:01PM
To: Walsh,Kathryn
Subject: Associates

HiKate.

Iunderstand that an associate is an entity that is not under common HSR controlwith the acquiring person but: (A) has the right, directly or indirectly, tomanage the operations or investment decisions of an acquiring entity (a"managing entity"); or (B) has its operations or investmentdecisions, directly or indirectly, managed by the acquiring person; ...."

Iam trying to understand how to apply "manage the operations or investmentdecisions." What is meant by "investment decisions"? Does thisrefer only to decisions about equity investments in other entities?

Forexample, assume Company X does not control Partnership P but under contractmanages the operations and assets of P, including devising the business planfor P and making decisions about whether P should invest in new equipment,plants, or retail outlets. Also assume that X operates P's business under thename of X. If X is not making decisions about P's investments in equity ofother entities, is it correct to conclude that X and P are not associates?

Manythanks,