31 CFR §800.249

1. (a)A merger, acquisition, or takeover, including:
   1. (1)The acquisition of an ownership interest in an entity;
   2. (2)The acquisition of proxies from holders of a voting interest in an entity;
   3. (3)A merger or consolidation;
   4. (4)The formation of a joint venture; or
   5. (5)A long-term lease or concession arrangement under which a lessee (or equivalent) makes substantially all business decisions concerning the operation of a leased entity (or equivalent), as if it were the owner;
2. (b)An investment; or
3. (c)The conversion of a contingent equity interest.
4. (d)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.