0604025 Informal Interpretation

From:(redacted)

Sent:Wednesday, April 05, 2006 10:08 AM

To:Verne, B. Michael

Subject:802.51 and 801.40

HiMike. I have a question regarding the formation of a JV.

A and B, both foreign, will create a JV to be held50-50. B, who is the parent of Target (T), will contribute a 40% interest in Tto the JV, and will continue to hold 60% directly. T is also foreign.

TheJV will not hold anything else, except perhaps cash. It seems to me that afiling would not be required by A, as the business to be contributed to the JVby B is exempt under 802.51(b), given that A and T are foreign and A will notgain control.

Canyou please let me know if this understanding is correct?