Attachment E - Acquisition Risk Questions.pdf

Attachment E – Acquisition Risk Questions

Attachment E

Acquisition Risk Questions

Company Name: _______________________________________________________________

Address: _____________________________________________________________________

Date: ________________________________________________________________________

1. In the aggregate, does any foreign person own, or have any type of ownership of 5 percent or more in your organization in either a direct or indirect way?

If yes, please list all parents, both foreign and domestic, by name and address, through to the ultimate parent, to include percentage of ownership. This should include any and all foreign investments in the entity. Include country of origin. Include any special right or privileges involved in the ownership. Foreign person is defined as any foreign interest and any U.S.

Person effectively owned or controlled by a foreign interest. Foreign interest is defined as any foreign government, to include any agency or representatives of that government; or any form of business or legally organized entity chartered or incorporated under the laws of any country other than the U.S. or its possessions; and any person who is not a citizen of the U.S.

2. Does your organization, either directly or indirectly, own 10 percent or more of a foreign interest?

If yes, please list all involved by name, address, and country, with percentage of ownership. Include the names of the personnel running the facilities.

3. Are there any non-U.S. citizens holding a position at the organization as either a corporate officer, member of the Board of Directors (or other similar governing body), or any other position such as executive / senior management personnel, partners, regents, or trustees?

Please list all corporate officers (Chairman of the Board, President, Chief Executive

Officer, Vice-Presidents, Secretary, Treasurer, Chief Information Officer, Chief Financial

Officer, and General Counsel), executive personnel (Facility Security Officer) and all other

Board of Director members by full legal name, title, date and place of birth, Social Security

Number, and citizenship.

4. Does any foreign person or entity have direct or indirect ability to influence or control the appointment or tenure of the Board of Directors (or similar governing body); any other management positions; or the direction, control, or decisions of the organization?

Identify the individuals by full legal name, title, and citizenship. Provide a full explanation of the individual’s control or influence.

5. Does the organization have any type of contractual agreement or understanding with any foreign interest?

This would include licenses, distributorships, contracts, purchase orders, sales agreements, etc. For each instance, provide the name of the foreign entity, its country, the percentage of gross income derived, and the nature of the involvement including what type of technology or product is involved, whether the product or service is either defense or nuclear related, whether classified or export controlled information is involved, and whether there is compliance with all U.S. export laws. If not defense or nuclear related, the listing of contracts can be done by listing similar equipment by country and percentage.

6. Does the organization have any indebtedness, liabilities, obligations, or act as a guarantor to any foreign interest?

If yes, give details concerning with whom the debt or guarantee is, where they are located, the conditions or covenants regarding the debt, and what collateral, if any, was pledged.

If stock or assets are pledged, provide copies of the pertinent documents. Provide details on procedures for default of the loans. This answer must be answered affirmatively even if the entity holding the loan is a U.S. entity of a foreign institution.

7. In the last fiscal year, did the organization derive 5 percent or more of its income from one single foreign source, and/or more than 30 percent aggregately from numerous foreign sources?

If yes to either portion, please identify the sources from which the income is derived, to include name of entity, country, and percentage. Identify whether classified or export controlled information or technology is involved. If so, attach copies of licenses.

8. Is 10 percent or more of the organization’s securities held in any manner that does not disclose the beneficial owner, such as “nominee shares” or “street names”?

If yes, identify the foreign institutional investors by name, address, and percentage of securities owned. Indicate whether there have been any attempts to exert control or influence over management or policies of the organization. If available, include SEC Schedules 13D or

13H.

9. Do any corporate officers (Chairman of the Board, President, Chief Executive Officer, Vice-Presidents, Secretary, Treasurer, Chief Information Officer, Chief Financial Officer, and General Counsel), executive personnel (Facility Security Officer) and all other Board of Director members) also hold any type of position with a foreign interest?

Identify by name, title, citizenship or immigration status, whether the individual holds a personnel security clearance or is excluded from access, each individual meeting this criteria.

Also, identify the name and address of each organization with which the individual holds a position, and in what capacity.

10. Are there any other factors or issues that may indicate or show the possibility of foreign influence or control over the management of the organization that have not already been addressed?

If yes, please describe in detail the involvement of the foreign entity, as well as why it is not reportable in accordance with the previous questions.