§ 1.991   Contents of petitions for declaratory ruling under the
Communications Act of 1934.

   The petition for declaratory ruling required by § 1.990(a)(1) and/or
   § 1.990(a)(2) shall contain the following information:

   (a) With respect to each petitioning applicant or licensee, provide its
   name; FCC Registration Number (FRN); mailing address; place of
   organization; telephone number; facsimile number (if available);
   electronic mail address (if available); type of business organization
   (e.g., corporation, unincorporated association, trust, general
   partnership, limited partnership, limited liability company, trust,
   other (include description of legal entity)); name and title of officer
   certifying to the information contained in the petition.

   (b) If the petitioning applicant or licensee is represented by a third
   party (e.g., legal counsel), specify that individual's name, the name
   of the firm or company, mailing address and telephone number/electronic
   mail address.

   (c)(1) For each named licensee, list the type(s) of radio service
   authorized (e.g., cellular radio telephone service; microwave radio
   service; mobile satellite service; aeronautical fixed service).

   (2) If the petition is filed in connection with an application for a
   radio station license or a spectrum leasing arrangement, or an
   application to acquire a license or spectrum leasing arrangement by
   assignment or transfer of control, specify for each named applicant:

   (i) The File No(s). of the associated application(s), if available at
   the time the petition is filed; otherwise, specify the anticipated
   filing date for each application; and

   (ii) The type(s) of radio services covered by each application (e.g.,
   cellular radio telephone service; microwave radio service; mobile
   satellite service; aeronautical fixed service).

   (d) With respect to each petitioner, include a statement as to whether
   the petitioner is requesting a declaratory ruling under § 1.990(a)(1)
   and/or § 1.990(a)(2).

   (e)(1) Direct U.S. or foreign interests of ten percent or more or a
   controlling interest. With respect to petitions filed under
   § 1.990(a)(1), provide the name of any individual or entity that holds,
   or would hold, directly 10 percent or more of the equity interests
   and/or voting interests, or a controlling interest, in the controlling
   U.S. parent of the petitioning common carrier or aeronautical radio
   station applicant(s) or licensee(s) as specified in paragraphs
   (e)(1)(i) through (e)(4)(iv) of this section.

   (2) Direct U.S or foreign interests of ten percent or more or a
   controlling interest. With respect to petitions filed under
   § 1.990(a)(2), provide the name of any individual or entity that holds,
   or would hold, directly 10 percent or more of the equity interests
   and/or voting interests, or a controlling interest, in each petitioning
   common carrier applicant or licensee as specified in paragraphs
   (e)(1)(i) through (e)(4)(ii) of this section.

   (3) Where no individual or entity holds, or would hold, directly 10
   percent or more of the equity interests and/or voting interests, or a
   controlling interest, in the controlling U.S. parent (for petitions
   filed under § 1.990(a)(1)) or in the applicant or licensee (for
   petitions filed under § 1.990(a)(2)), the petition shall state that no
   individual or entity holds or would hold directly 10 percent or more of
   the equity interests and/or voting interests, or a controlling
   interest, in the U.S. parent, applicant or licensee.

   (4)(i) Where a named U.S. parent, applicant, or licensee is organized
   as a corporation, provide the name of any individual or entity that
   holds, or would hold, 10 percent or more of the outstanding capital
   stock and/or voting stock, or a controlling interest.

   (ii) Where a named U.S. parent, applicant, or licensee is organized as
   a general partnership, provide the names of the partnership's
   constituent general partners.

   (iii) Where a named U.S. parent, applicant, or licensee is organized as
   a limited partnership or limited liability partnership, provide the
   name(s) of the general partner(s) (in the case of a limited
   partnership), any uninsulated partner(s), and any insulated partner(s)
   with an equity interest in the partnership of at least 10 percent
   (calculated according to the percentage of the partner's capital
   contribution). With respect to each named partner (other than a named
   general partner), the petitioner shall state whether the partnership
   interest is insulated or uninsulated, based on the insulation criteria
   specified in § 1.993.

   (iv) Where a named U.S. parent, applicant, or licensee is organized as
   a limited liability company, provide the name(s) of each uninsulated
   member, regardless of its equity interest, any insulated member with an
   equity interest of at least 10 percent (calculated according to the
   percentage of its capital contribution), and any non-equity manager(s).
   With respect to each named member, the petitioner shall state whether
   the interest is insulated or uninsulated, based on the insulation
   criteria specified in § 1.993, and whether the member is a manager.

   Note to paragraph (e): The Commission presumes that a general partner
   of a general partnership or limited partnership has a controlling
   interest in the partnership. A general partner shall in all cases be
   deemed to hold an uninsulated interest in the partnership.

   (f)(1) Indirect U.S or foreign interests of ten percent or more or a
   controlling interest. With respect to petitions filed under
   § 1.990(a)(1), provide the name of any individual or entity that holds,
   or would hold, indirectly, through one or more intervening entities, 10
   percent or more of the equity interests and/or voting interests, or a
   controlling interest, in the controlling U.S. parent of the petitioning
   common carrier or aeronautical radio station applicant(s) or
   licensee(s). Equity interests and voting interests held indirectly
   shall be calculated in accordance with the principles set forth in
   § 1.992.

   (2) Indirect U.S or foreign interests of ten percent or more or a
   controlling interest. With respect to petitions filed under
   § 1.990(a)(2), provide the name of any individual or entity that holds,
   or would hold, indirectly, through one or more intervening entities, 10
   percent or more of the equity interests and/or voting interests, or a
   controlling interest, in the petitioning common carrier radio station
   applicant(s) or licensee(s). Equity interests and voting interests held
   indirectly shall be calculated in accordance with the principles set
   forth in § 1.992.

   (3) Where no individual or entity holds, or would hold, indirectly 10
   percent or more of the equity interests and/or voting interests, or a
   controlling interest, in the controlling U.S. parent (for petitions
   filed under § 1.990(a)(1)) or in the petitioning applicant(s) or
   licensee(s) (for petitions filed under § 1.990(a)(2)), the petition
   shall specify that no individual or entity holds indirectly 10 percent
   or more of the equity interests and/or voting interests, or a
   controlling interest, in the U.S. parent, applicant(s), or licensee(s).

   Note to paragraph (f): The Commission presumes that a general partner
   of a general partnership or limited partnership has a controlling
   interest in the partnership. A general partner shall in all cases be
   deemed to hold an uninsulated interest in the partnership.

   (g) For each 10 percent interest holder named in response to paragraphs
   (e) and (f) of this section, specify the equity interest held and the
   voting interest held (each to the nearest one percent); in the case of
   an individual, his or her citizenship; and in the case of a business
   organization, its place of organization, type of business organization
   (e.g., corporation, unincorporated association, trust, general
   partnership, limited partnership, limited liability company, trust,
   other (include description of legal entity)), and principal
   business(es).

   (h)(1) Estimate of aggregate foreign ownership. For petitions filed
   under § 1.990(a)(1), attach an exhibit that provides a percentage
   estimate of the controlling U.S. parent's aggregate direct and/or
   indirect foreign equity interests and its aggregate direct and/or
   indirect foreign voting interests. For petitions filed under
   § 1.990(a)(2), attach an exhibit that provides a percentage estimate of
   the aggregate foreign equity interests and aggregate foreign voting
   interests held directly in the petitioning applicant(s) and/or
   licensee(s), if any, and the aggregate foreign equity interests and
   aggregate foreign voting interests held indirectly in the petitioning
   applicant(s) and/or licensee(s). The exhibit required by this paragraph
   must also provide a general description of the methods used to
   determine the percentages; and a statement addressing the circumstances
   that prompted the filing of the petition and demonstrating that the
   public interest would be served by grant of the petition.

   (2) Ownership and control structure. Attach an exhibit that describes
   the ownership and control structure of the applicant(s) and/or
   licensee(s) that are the subject of the petition, including an
   ownership diagram and identification of the real party-in-interest
   disclosed in any companion applications. The ownership diagram should
   illustrate the petitioner's vertical ownership structure, including the
   controlling U.S. parent named in the petition (for petitions filed
   under § 1.990(a)(1)) and the direct and indirect ownership (equity and
   voting) interests held by the individual(s) and/or entity(ies) named in
   response to paragraphs (e) and (f) of this section. Each such
   individual or entity shall be depicted in the ownership diagram and all
   controlling interests labeled as such. Where the petition includes
   multiple petitioners, the ownership of all petitioners may be depicted
   in a single ownership diagram or in multiple diagrams.

   (i) Requests for specific approval. Provide, as required or permitted
   by this paragraph, the name of each foreign individual and/or entity
   for which each petitioner requests specific approval, if any, and the
   respective percentages of equity and/or voting interests (to the
   nearest one percent) that each such foreign individual or entity holds,
   or would hold, directly and/or indirectly, in the controlling U.S.
   parent of the petitioning common carrier or aeronautical radio station
   applicant(s) or licensee(s) for petitions filed under § 1.990(a)(1), and
   in each petitioning common carrier applicant or licensee for petitions
   filed under § 1.990(a)(2).

   (1) Each petitioning common carrier or aeronautical radio station
   applicant or licensee filing under § 1.990(a)(1) shall identify and
   request specific approval for any foreign individual, entity, or group
   of such individuals or entities that holds, or would hold, directly
   and/or indirectly, more than 5 percent of the equity and/or voting
   interests, or a controlling interest, in the petitioner's controlling
   U.S. parent unless the foreign investment is exempt under paragraph
   (i)(3) of this section. Equity and voting interests shall be calculated
   in accordance with the principles set forth in paragraphs (e) and (f)
   of this section and in § 1.992.

   (2) Each petitioning common carrier radio station applicant or licensee
   filing under § 1.990(a)(2) shall identify and request specific approval
   for any foreign individual, entity, or group of such individuals or
   entities that holds, or would hold, directly, and/or indirectly through
   one or more intervening U.S.-organized entities that do not control the
   applicant or licensee, more than 5 percent of the equity and/or voting
   interests in the applicant or licensee unless the foreign investment is
   exempt under paragraph (i)(3) of this section. Equity and voting
   interests shall be calculated in accordance with the principles set
   forth in paragraphs (e) and (f) of this section and in § 1.992.

   :Note to paragraphs (i)(1) and (2): Two or more individuals or entities
   will be treated as a “group” when they have agreed to act together for
   the purpose of acquiring, holding, voting, or disposing of their equity
   and/or voting interests in the licensee and/or controlling U.S. parent
   of the licensee or in any intermediate company(ies) through which any
   of the individuals or entities holds its interests in the licensee
   and/or controlling U.S. parent of the licensee.

   (3) A foreign investment is exempt from the specific approval
   requirements of paragraphs (i)(1) and (2) of this section where:

   (i) The foreign individual or entity holds, or would hold, directly
   and/or indirectly, no more than 10 percent of the equity and/or voting
   interests of the U.S. parent (for petitions filed under § 1.990(a)(1))
   or the petitioning applicant or licensee (for petitions filed under
   § 1.990(a)(2)); and

   (ii) The foreign individual or entity does not hold, and would not
   hold, a controlling interest in the petitioner or any controlling
   parent company, does not plan or intend to change or influence control
   of the petitioner or any controlling parent company, does not possess
   or develop any such purpose, and does not take any action having such
   purpose or effect. The Commission will presume, in the absence of
   evidence to the contrary, that the following interests satisfy this
   criterion for exemption from the specific approval requirements in
   paragraphs (i)(1) and (i)(2) of this section:

   (A) Where the relevant licensee, controlling U.S. parent, or entity
   holding a direct or indirect equity and/or voting interest in the
   licensee or U.S. parent is a “public company,” as defined in
   § 1.990(d)(9), provided that the foreign holder is an institutional
   investor that is eligible to report its beneficial ownership interests
   in the company's voting, equity securities in excess of 5 percent (not
   to exceed 10 percent) pursuant to Exchange Act Rule 13d-1(b), 17 CFR
   240.13d-1(b), or a substantially comparable foreign law or regulation.
   This presumption shall not apply if the foreign individual, entity or
   group holding such interests is obligated to report its holdings in the
   company pursuant to Exchange Act Rule 13d-1(a), 17 CFR 240.13d-1(a), or
   a substantially comparable foreign law or regulation.

   Example. Common carrier applicant (“Applicant”) is preparing a petition
   for declaratory ruling to request Commission approval for foreign
   ownership of its controlling, U.S.-organized parent (“U.S. Parent”) to
   exceed the 25 percent benchmark in section 310(b)(4) of the Act.
   Applicant does not currently hold any FCC licenses. Shares of U.S.
   Parent trade publicly on the New York Stock Exchange. Based on a
   shareholder survey and a review of its shareholder records, U.S. Parent
   has determined that its aggregate foreign ownership on any given day
   may exceed an aggregate 25 percent, including a six percent common
   stock interest held by a foreign-organized mutual fund (“Foreign
   Fund”). U.S. Parent has confirmed that Foreign Fund is not currently
   required to report its interest pursuant to Exchange Act Rule 13d-1(a)
   and instead is eligible to report its interest pursuant to Exchange Act
   Rule 13d-1(b). U.S. Parent also has confirmed that Foreign Fund does
   not hold any other interests in U.S. Parent's equity securities,
   whether of a class of voting or non-voting securities. Applicant may,
   but is not required to, request specific approval of Foreign Fund's six
   percent interest in U.S. Parent.

   Note to paragraph (i)(3)(ii)(A): Where an institutional investor holds
   voting, equity securities that are subject to reporting under Exchange
   Act Rule 13d-1, 17 CFR 240.13d-1, or a substantially comparable foreign
   law or regulation, and equity securities that are not subject to such
   reporting the investor's total capital stock interests may be
   aggregated and treated as exempt from the 5 percent specific approval
   requirement in paragraphs (i)(1) and (2) of this section so long as the
   aggregate amount of the institutional investor's holdings does not
   exceed ten percent of the company's total capital stock or voting
   rights and the investor is eligible to certify under Exchange Act Rule
   13d-1(b), 17 CFR 240.13d-1(b), or a substantially comparable foreign
   law or regulation that it has acquired its capital stock interests in
   the ordinary course of business and not with the purpose nor with the
   effect of changing or influencing the control of the company. In
   calculating foreign equity and voting interests, the Commission does
   not consider convertible interests such as options, warrants and
   convertible debentures until converted, unless specifically requested
   by the petitioner, i.e., where the petitioner is requesting approval so
   those rights can be exercised in a particular case without further
   Commission approval.

   (B) Where the relevant licensee, controlling U.S. parent, or entity
   holding a direct and/or indirect equity and/or voting interest in the
   licensee or U.S. parent is a “privately held” corporation, as defined
   in § 1.990(d)(8), provided that a shareholders' agreement, or similar
   voting agreement, prohibits the foreign holder from becoming actively
   involved in the management or operation of the corporation and limits
   the foreign holder's voting and consent rights, if any, to the minority
   shareholder protections listed in paragraph (i)(5) of this section.

   (C) Where the relevant licensee, controlling U.S. parent, or entity
   holding a direct and/or indirect equity and/or voting interest in the
   licensee or U.S. parent is “privately held,” as defined in
   § 1.990(d)(8), and is organized as a limited partnership, limited
   liability company (“LLC”), or limited liability partnership (“LLP”),
   provided that the foreign holder is “insulated” in accordance with the
   criteria specified in § 1.993.

   (4) A petitioner may, but is not required to, request specific approval
   for any other foreign individual or entity that holds, or would hold, a
   direct and/or indirect equity and/or voting interest in the controlling
   U.S. parent (for petitions filed under § 1.990(a)(1)) or in the
   petitioning applicant or licensee (for petitions filed under
   § 1.990(a)(2)).

   (5) The minority shareholder protections referenced in paragraph
   (i)(3)(ii)(B) of this section consist of the following rights:

   (i) The power to prevent the sale or pledge of all or substantially all
   of the assets of the corporation or a voluntary filing for bankruptcy
   or liquidation;

   (ii) The power to prevent the corporation from entering into contracts
   with majority shareholders or their affiliates;

   (iii) The power to prevent the corporation from guaranteeing the
   obligations of majority shareholders or their affiliates;

   (iv) The power to purchase an additional interest in the corporation to
   prevent the dilution of the shareholder's pro rata interest in the
   event that the corporation issues additional instruments conveying
   shares in the company;

   (v) The power to prevent the change of existing legal rights or
   preferences of the shareholders, as provided in the charter, by-laws or
   other operative governance documents;

   (vi) The power to prevent the amendment of the charter, by-laws or
   other operative governance documents of the company with respect to the
   matters described in paragraphs (i)(5)(i) through (v) of this section.

   (6) The Commission reserves the right to consider, on a case-by-case
   basis, whether voting or consent rights over matters other than those
   listed in paragraph (i)(5) of this section shall be considered
   permissible minority shareholder protections in a particular case.

   (j) For each foreign individual or entity named in response to
   paragraph (i) of this section, provide the following information:

   (1) In the case of an individual, his or her citizenship and principal
   business(es);

   (2) In the case of a business organization:

   (i) Its place of organization, type of business organization (e.g.,
   corporation, unincorporated association, trust, general partnership,
   limited partnership, limited liability company, trust, other (include
   description of legal entity)), and principal business(es);

   (ii) The name of any individual or entity that holds, or would hold,
   directly and/or indirectly, through one or more intervening entities,
   10 percent or more of the equity interests and/or voting interests, or
   a controlling interest, in the foreign entity for which the petitioner
   requests specific approval. Specify for each such interest holder, his
   or her citizenship (for individuals) or place of legal organization
   (for entities). Equity interests and voting interests held indirectly
   shall be calculated in accordance with the principles set forth in
   § 1.992.

   (iii) Where no individual or entity holds, or would hold, directly
   and/or indirectly, 10 percent or more of the equity interests and/or
   voting interests, or a controlling interest, the petition shall specify
   that no individual or entity holds, or would hold, directly and/or
   indirectly, 10 percent or more of the equity interests and/or voting
   interests, or a controlling interest, in the foreign entity for which
   the petitioner requests specific approval.

   (k) Requests for advance approval. The petitioner may, but is not
   required to, request advance approval in its petition for any foreign
   individual or entity named in response to paragraph (i) of this section
   to increase its direct and/or indirect equity and/or voting interests
   in the controlling U.S. parent of the common carrier or aeronautical
   radio station licensee, for petitions filed under § 1.990(a)(1), and/or
   in the common carrier licensee, for petitions filed under § 1.990(a)(2),
   above the percentages specified in response to paragraph (i) of this
   section. Requests for advance approval shall be made as follows:

   (1) Petitions filed under § 1.990(a)(1). Where a foreign individual or
   entity named in response to paragraph (i) of this section holds, or
   would hold upon consummation of any transactions described in the
   petition, a de jure or de facto controlling interest in the controlling
   U.S. parent, the petitioner may request advance approval in its
   petition for the foreign individual or entity to increase its
   interests, at some future time, up to any amount, including 100 percent
   of the direct and/or indirect equity and/or voting interests in the
   U.S. parent. The petitioner shall specify for the named controlling
   foreign individual(s) or entity(ies) the maximum percentages of equity
   and/or voting interests for which advance approval is sought or, in
   lieu of a specific amount, state that the petitioner requests advance
   approval for the named controlling foreign individual or entity to
   increase its interests up to and including 100 percent of the U.S.
   parent's direct and/or indirect equity and/or voting interests.

   (2) Petitions filed under § 1.990(a)(1) and/or § 1.990(a)(2). Where a
   foreign individual or entity named in response to paragraph (i) of this
   section holds, or would hold upon consummation of any transactions
   described in the petition, a non-controlling interest in the
   controlling U.S. parent of the licensee, for petitions filed under
   § 1.990(a)(1), or in the licensee, for petitions filed under
   § 1.990(a)(2), the petitioner may request advance approval in its
   petition for the foreign individual or entity to increase its
   interests, at some future time, up to any non-controlling amount not to
   exceed 49.99 percent. The petitioner shall specify for the named
   foreign individual(s) or entity(ies) the maximum percentages of equity
   and/or voting interests for which advance approval is sought or, in
   lieu of a specific amount, shall state that the petitioner requests
   advance approval for the named foreign individual(s) or entity(ies) to
   increase their interests up to and including a non-controlling 49.99
   percent equity and/or voting interest in the licensee, for petitions
   filed under § 1.990(a)(2), or in the controlling U.S. parent of the
   licensee, for petitions filed under § 1.990(a)(1).

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