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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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