---
kind: "section"
citation: "31 C.F.R. § 800.249"
title: "31"
number: "800.249"
heading: "Transaction."
url: "https://uscodex.org/cfr/31/800.249"
---

# §800.249. Transaction.


The term transaction means any of the following, whether proposed or completed:

- (a) **A merger, acquisition, or takeover, including—**
  - (1) The acquisition of an ownership interest in an entity;
  - (2) The acquisition of proxies from holders of a voting interest in an entity;
  - (3) A merger or consolidation;
  - (4) The formation of a joint venture; or
  - (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;
- (b) An investment; or
- (c) **The conversion of a contingent equity interest.**
- (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.

## Notes

### Authority

Authority: 50 U.S.C. 4565; E.O. 11858, as amended, 73 FR 4677.

### Source

Source: 85 FR 3124, Jan. 17, 2020, unless otherwise noted.