The term transaction means a proposed or completed merger, acquisition, or takeover. It includes:
(a) The acquisition of an ownership interest in an entity.
(b) The acquisition or conversion of convertible voting instruments of an entity.
(c) The acquisition of proxies from holders of a voting interest in an entity.
(d) A merger or consolidation.
(e) The formation of a joint venture.
(f) A long-term lease under which a lessee makes substantially all business decisions concerning the operation of a leased entity, as if it were the owner.
Note to § 800.224(b):
See § 800.304 regarding factors the Committee will consider in determining whether to include the rights to be acquired by a foreign person upon the conversion of convertible voting instruments as part of the Committee's assessment of whether a transaction that involves such instruments is a covered transaction.
Example.
Corporation A, a foreign person, signs a concession agreement to operate the toll road business of Corporation B, a U.S. business, for 99 years. Corporation B, however, is required under the agreement to perform safety and security functions with respect to the business and to monitor compliance by Corporation A with the operating requirements of the agreement on an ongoing basis. Corporation B may terminate the agreement or impose other penalties for breach of these operating requirements. Assuming no other relevant facts, this is not a transaction.