This memorandum outlines certain considerations associated with the acquisition of different levels of ownership of a U.S. company, including some of the approaches used in determining such “ownership”:

- Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

..Schedule 13D. A Schedule 13D is required to be filed with the SEC by any person or group who acquires, or has the right within 60 days to acquire, “beneficial ownership” of more than 5% of a class of voting equity registered under the Exchange Act.