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shareholders’ request to save taxes on DHL but also protected the
foreign investors.
Another representative of the foreign investors rejected the
proposal and noted that the foreign investors expressed their
willingness to be flexible in considering adjustments to the form
of Newco’s ownership if such adjustments would assist DHL in its
tax planning without sacrificing a key element of the business
deal.
During the period December 1990 to August 1992, the foreign
investors occupied their positions on the boards of DHLI and MNV
and acted in the roles of directors. The management of DHL,
however, was maintained with the staffing that it had prior to
the 1990 transaction. The foreign investors did not participate
in the day-to-day management of DHLI and MNV in that period,
although an employee of JAL and, on occasion, a few employees of
Lufthansa worked in the Brussels office. There was also an
Executive Committee of the board, consisting of one director
appointed by each of the foreign investors and of the DHL and
DHLI CEO’s. The Executive Committee's purpose, however, was to
implement decisions of the board.
The reservation of rights agreement (RORA) reserved to
petitioners the exclusive right to use the trademark in the
United States in the door-to-door package delivery business for
15 years, subject to: (1) Quality control provisions; (2) a
termination clause that provided for termination if the agency
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