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about Burndy-Japan’s import sales; (3) Burndy-US tried
unsuccessfully to get Burndy-Japan to increase exports and to
provide engineering assistance to Burndy-US’s Hong Kong
subsidiary in 1987; (4) Burndy-US tried unsuccessfully in 1991
and 1992 to get Burndy-Japan to give it copies of Burndy-Japan’s
Japanese patent applications, even though failing to file those
applications with the U.S. patent office within a year could
result in the loss of U.S. patent rights; and (5) Burndy-Japan
sold Burndy-US’s interest in a proprietary product outside Japan
in 1991 without Burndy-US’s approval. We conclude that Burndy-US
did not control or have the right to control the president or
board of directors of Burndy-Japan before 1993, and that Burndy-
US did not otherwise dominate or control Burndy-Japan.
d. Ability To Dissolve Burndy-Japan
Petitioners contend that Burndy-US controlled Burndy-Japan
because it had the power to force Burndy-Japan to dissolve. We
disagree. Petitioners cite no authority to support this
contention. Under sections 94 and 404 of the Japanese Commercial
Code, Law No. 48, March 9, 1899, as amended, reprinted from
Appendix 5A of Doing Business in Japan, Zentaro Kitagawa (Matthew
Bender & Co. 1994), a Japanese corporation dissolves if: (a) So
provided by the terms of the articles of incorporation; (b) it
merges with another corporation; (c) the corporation is bankrupt;
(d) a court orders dissolution; or (e) the shareholders resolve
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