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certain key board decisions required supermajority approval,
including: Amendments to the bylaws and articles of association;
entering into a new business other than one that was directly
related to the principal business of DHL; reappointment of the
CEO; certain debt or lease financing decisions; and matters that
exceeded a fair market value of $20 million, excluding the
exercise of the trademark option. For these matters, the foreign
investors’ majority was not sufficient for control.
Accordingly, the foreign investors did not have shareholding
control, and, as to many critical matters, their collective board
control was limited. We must also weigh the fact that the
foreign investors did not have an agreement to collectively
control the board or to take any particular actions together.
Considering the above, we hold that requisite control
existed for application of section 482 during the interim (1990
to 1992) period that concluded when the foreign investors
exercised their options and acquired additional shares.
B. Effect of the Trademark Transfer After the Foreign
Investors Attained Their Collective Shareholding Majority of the
New DHLI/MNV Entity
Petitioners argue that, even if the Court should find that
the requisite control existed during the interim period, the
trademark rights should not be subject to a section 482
allocation because the trademark rights were transferred about 1
month after the exercise of the foreign investors’ 45-percent
share option. Petitioners contend that respondent may not
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