Framatome Connectors USA, Inc. - Page 37




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          Farley testified only that the Japanese partners agreed to give             
          Burndy-US management control over Burndy-Japan in 1973.15  York             
          testified that Burndy-US had no financial control over Burndy-              
          Japan.                                                                      
               Cantor and Farley testified that Furukawa and Sumitomo                 
          provided no input to Burndy-Japan’s day-to-day operations.                  
          Petitioners contend that this shows that Burndy-US controlled               
          Burndy-Japan.  We disagree; it shows only that Burndy-US provided           
          day-to-day management.                                                      
               York testified that Furukawa and Sumitomo were merely                  
          passive investors in Burndy-Japan and that Burndy-US neither                
          sought nor received any input from them.  Petitioners contend               
          that Burndy-US completely dominated Burndy-Japan, including its             
          corporate direction and strategy, product lines, marketing,                 
          manufacturing, hiring and personnel policies, and financial                 
          decisions.  We disagree because:  (1) Burndy-US tried                       
          unsuccessfully to force Burndy-Japan to drop the electrical                 
          connector business from 1962 to 1993; (2) Burndy-US tried                   
          unsuccessfully in 1987 to get from Burndy-Japan a list of                   
          products manufactured or sold by Burndy-Japan and information               



               15  In a Jan. 27, 1973, letter to Burndy-US, which was part            
          of the negotiations for the 1973 basic agreement, Furukawa and              
          Sumitomo said:  “We have purposely refrained from using the                 
          wording ‘Burndy Corporation to have complete management control             
          of Burndy-Japan’”.  Thus, that language was not included in the             
          1973 basic agreement.                                                       





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