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(1) Change authorized or issued capital; (2) change or conclude
any license agreements; (3) acquire an interest in or sell shares
in other companies; (4) pay dividends; (5) transfer all or a
major part of the business; and (6) entrust management to a third
party (the “six veto powers”).
g. The parties shall fully discuss “Any other important
actions in Burndy-Japan for an amicable solution.”
h. Furukawa and Sumitomo shall continue to sell and promote
Burndy-Japan products aggressively. Burndy-US shall inform
Furukawa and Sumitomo about new products that Burndy-US
introduces.
i. The agreement shall be construed under Japanese law.
j. Disputes in connection with this agreement shall be
settled by arbitration.
k. The document is the entire agreement of the parties and
supersedes all previous agreements “in respect to the subject
matter hereof”.
Burndy-US did not pay a control premium when it acquired
shares of Burndy-Japan from Furukawa and Sumitomo in 1973.4
4. Burndy-Japan’s Presidents and Board of Directors
Kaiji Kambe (Kambe) began to work for Burndy-Japan in 1967.
Kambe was an employee of Furukawa until 1972. He became an
4 We discuss petitioners’ contention to the contrary below
pp. 41-44.
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