OPINION

RIDGWAY, Judge:

In this action, Plaintiff Marsan Gida Sanayi ve Ticaret A.S. ("Marsan") — a Turkish exporter of pasta — contests the final results issued by the U.S. Department of Commerce in the 14th antidumping duty review of certain pasta from Turkey. See Certain Pasta from Turkey: Notice of Final Results of 14th Antidumping Duty Administrative Review, 76 Fed.Reg. 68,399 (Dep't Commerce Nov. 4, 2011) ("Final Results"); Certain Pasta from Turkey: Issues and Decision Memorandum for the Final Results of the 14th Antidumping Duty Administrative Review (Oct. 26, 2011) (IA Pub. Doc. No. 5) ("Issues & Decision Memorandum") at 1.1

In the Final Results, Commerce rejected Marsan's claims that it was affiliated with Turkish pasta producers Birlik Pazarlama A.S. ("Birlik") and Bellini Gida Sanayi A.S. ("Bellini"), both suppliers to Marsan. The subject entries were therefore liquidated at the rate of 51.49% — a rate that was higher than the rate which would have applied if the companies had been found to be affiliated. See Principal Brief of Plaintiff Marsan Gida Sanayi ve Ticaret A.S. for Judgment upon the Agency Record Pursuant to Rule 56.2 ("Pl.'s Brief") at 15.

Pending before the Court is the Motion of Plaintiff Marsan Gida Sanayi ve Ticaret A.S. for Judgment on the Agency Record. Marsan claims that, in determining that Marsan was not affiliated with its suppliers, Commerce misapplied the legal standard for control and failed to adequately consider certain record evidence. See generally Pl.'s Brief at 1-4; Reply Brief of Plaintiff Marsan Gida Sanayi ve Ticaret A.S. for Judgment upon the Agency Record Pursuant to Rule 56.2 ("Pl.'s Reply Brief") at 6-8. Marsan urges the court to remand the matter to Commerce and to instruct the agency to find Marsan affiliated with its suppliers. See Pl.'s Brief at 24-25; Pl.'s Reply Brief at 15.

Marsan's motion is opposed by the Government and by Defendant-Intervenors — American Italian Pasta Company, Dakota Growers Pasta Company, and New World Pasta Company (collectively, "Domestic Producers") — who maintain that Commerce's determination is supported by substantial evidence and in accordance with law, and should be sustained. See generally Defendant's Response to Plaintiff's Motion for Judgment upon the Agency Record ("Def.'s Brief"); Defendant-Intervenors' Response to the Motion for Judgment on the Agency Record and Supporting Memorandum of Law by Marsan Gida Sanayi ve Ticaret A.S. ("Def.-Ints.' Brief").

Jurisdiction lies under 28 U.S.C. § 1581(c) (2006).2 As discussed in detail below, Marsan's Motion for Judgment on the Agency Record must be denied.

I. Background

A. Overview of the Statutory and Regulatory Framework

In determining whether two companies are affiliated for purposes of selecting the sales to be used in an antidumping duty determination, Commerce must examine the relationship between the companies in accordance with 19 U.S.C. § 1677(33).3 Although the statute includes seven subsections describing what constitutes affiliation, subsection (F) is the sole subsection at issue here. See Pl.'s Brief at 7 (summarizing Marsan's argument under 19 U.S.C. § 1677(33)(F)); id. at 15 (asserting that Marsan is affiliated with its suppliers under subsection (F)); see also id. at 25 (same).4

Pursuant to subsection (F), "affiliated" parties include "[t]wo or more persons directly or indirectly controlling, controlled by, or under common control with, any person." 19 U.S.C. § 1677(33)(F). Three scenarios of affiliation are thus envisioned by the subsection: (1) two or more persons, directly or indirectly, controlling any person; (2) two or more persons, directly or indirectly, controlled by any person; and (3) two or more persons, directly or indirectly, under common control with any person. See 19 U.S.C. § 1677(33)(F). The question of "control" is the key issue in the analysis.

Under the statutory scheme, "control" may exist where a party is merely "legally or operationally in a position to exercise restrain or direction over the other party." 19 U.S.C. § 1677(33) (emphasis added). In other words, evidence of the actual exercise of control by one party over another is not required. Rather, the focus is on one party's ability to control another.

In considering affiliation based on control, Commerce is to evaluate, "among others," the following factors: (i) corporate or family groupings; (ii) franchise or joint venture agreements; (iii) debt financing; and (iv) close supplier relationships. 19 C.F.R. § 351.102(b)(3). In addition, the Statement of Administrative Action accompanying the Uruguay Round Agreements Act explains that, in evaluating the existence of affiliation based upon control, Commerce is to consider not only whether control arises from traditional relationships (such as the specific relationships enumerated in the agency's regulations), but also from more "modern business arrangements." See Uruguay Round Agreements Act, Statement of Administrative Action, H.R. Doc. No. 103-316, vol. 1 at 838 (1994), reprinted in 1994 U.S.C.C.A.N. 4040, 4174-75 ("SAA").5 The focus on more "modern business arrangements" is intended to reflect the realities of the marketplace. See id.

Finally, the existence of one of these relationships — while necessary — is not sufficient to support a determination of affiliation based on control. Commerce will find affiliation based on control only if the relationship in question "has the potential to impact decisions concerning the production, pricing, or cost of the subject merchandise." 19 C.F.R. § 351.102(b)(3).

B. The Facts of This Case

Marsan commenced this action to contest the results of the 14th administrative review of the antidumping duty order on pasta from Turkey for the period of July 1, 2009 to June 30, 2010 (the "period of investigation"). See Issues & Decision Memorandum at 1.

From the outset of the administrative review, Marsan argued that it was affiliated with its suppliers pursuant to each of the seven subsections of 19 U.S.C. § 1677(33). See Issues & Decision Memorandum at 2. In its Preliminary Results, Commerce found insufficient evidence to support any of Marsan's affiliation claims, and therefore made an initial determination that Marsan was not so affiliated. See Certain Pasta From Turkey: Notice of Preliminary Results of Antidumping Duty Administrative Review, 76 Fed.Reg. 23,974, 23,975-77 (Dep't Commerce April 29, 2011) ("Preliminary Results"). Following publication of the Preliminary Results, Marsan filed an administrative case brief with Commerce, arguing that the agency erred in its analysis of Marsan's affiliation arguments under each of the seven subsections of the statute. See Issues & Decision Memorandum at 2 (noting that Marsan argued that it was affiliated with its suppliers pursuant to sections (A)-(G) of 19 U.S.C. § 1677(33)).

The record of the underlying agency proceeding documents Commerce's careful and thorough consideration of Marsan's claims of "affiliation" pursuant to each statutory provision, both at the Preliminary Results stage and, again, in the agency's issuance of the Final Results. In the Issues & Decision Memorandum accompanying the Final Results, Commerce summarized its analysis of the arguments that Marsan made claiming affiliation under each of the seven subsections of the statute, and once again concluded that Marsan was not affiliated with its suppliers under any of the subsections. See Issues & Decision Memorandum at 3-5.

For purposes of this action, Marsan has narrowed its focus to a single theory of affiliation, under subsection (F). Marsan contends that both Marsan and Birlik/Bellini (Marsan's suppliers) were under the common control of the Ülker group, a Turkish conglomerate in the food sector. Specifically, Marsan asserts that the Ülker group was in a position to control Birlik/Bellini by virtue of being their parent company. Pl.'s Brief at 4.6 In addition, Marsan contends that the Ülker group was in a position to control Marsan via Mr. Tevfik Arikan, as described in detail below. It is this latter relationship of alleged control — i.e., the Ülker group's ability to control Marsan, via Mr. Arikan — that is in dispute.

Marsan made a two-prong argument to Commerce in an effort to establish the Ülker group's ability to control Marsan. It is this argument that lies at the heart of this case. Marsan first argued that the Ülker group was in a position to control Mr. Arikan, a top-level General Manager within the Ülker group7 and a member of the board of directors of one of Ülker's subsidiaries, Pasifik Tuketim Urunleri A.S. ("Pasifik"). See Pl.'s Brief at 9, 11 n. 2, 15; Marsan Case Brief (CRU Pub. Doc. No. 43) ("Case Brief") at 10. And, second, Marsan argued that Mr. Arikan — in turn — was in a position to control Marsan by virtue of his service as vice-chairman of Marsan's five-member board of directors. See Case Brief at 9-19; Pl.'s Brief at 15, 22. Marsan maintains that, through these two relationship links (i.e., the Ülker group/Mr. Arikan and Mr. Arikan/Marsan), the Ülker group was in a position to control Marsan, because — according to Marsan — Mr. Arikan served on Marsan's board of directors "as a direct representative of the Ülker [g]roup." Pl.'s Brief at 11; see also Case Brief at 11, 25-27.

Marsan provided Commerce with extensive information concerning Marsan's business dealings with its suppliers, as alleged evidence of the Ülker group's ability to control Marsan. See Pl.'s Brief at 14; Case Brief at 11. For example, Marsan explained that, prior to the period of review, Marsan owned and operated a pasta production facility in Hendek, Turkey and sold the pasta produced at that facility under its own brand name — PIYALE. Pl.'s Brief at 14. Marsan further explained that, during the period of review, Marsan and the Ülker group's subsidiaries — Birlik and Bellini — entered into a production agreement and a lease for the entire Hendek facility. Pursuant to the agreement, Marsan agreed to lease its pasta-producing assets to Birlik, and Birlik agreed to produce Marsan's brand of PIYALE pasta. Pl.'s Brief at 12-14. Shortly thereafter, the ownership of all of Marsan's pasta-producing assets was transferred to Bellini. Pl.'s Brief at 12-14; Pl.'s Reply Brief at 5.8 Ultimately, Marsan retained ownership over the Hendek facility buildings and silos, as well as the soft wheat milling equipment. However, Marsan's pasta was produced by Birlik/Bellini, and Bellini became the owner of all other pasta-producing assets that had previously belonged to Marsan. Pl.'s Brief at 12-13.

Marsan argued that the transfer of assets and the production agreement significantly altered its business structure. According to Marsan, the "transformation" from pasta producer to pasta trader that followed the transfer of its pasta-production assets to Birlik/Bellini resulted in Marsan's loss of control over the production of its own brand of pasta, its profits, and — since it was no longer the buyer of raw materials — the cost of its pasta. See Pl.'s Brief at 14.

Marsan claimed that the transfer of its pasta-producing assets to Bellini, one of its suppliers, would never have occurred absent some influence by the Ülker group on Marsan's board of directors. See Pl.'s Brief at 12-14; Case Brief at 25-27. Marsan further maintained that the transfer of its assets was financially detrimental to Marsan. In particular, Marsan argued that the lease was "hardly favorable to Marsan" because — according to Marsan — the rent paid by Birlik/Bellini was equal only to the value of the depreciation on the plant and equipment. Pl.'s Brief at 14.

In an effort to buttress its argument that Mr. Arikan served as a "representative" of the Ülker group on Marsan's board, Marsan pointed to a wide range of facts illustrating the shared business interests between Marsan's principal shareholder, Mr. Latif Topbaş,9 and the chairman of the Ülker group, Mr. Murat Ülker. Marsan noted, inter alia, the ownership of minority shares by the Ülker group's flagship company — Ülker Biskuvi — in Birlesik Magazalar A.S. ("BIM"), a Turkish supermarket chain in which Mr. Topbaş held a minority interest and where he served as chairman of the board of directors. Case Brief at 32; Pl.'s Brief at 8-12. In addition, Marsan noted that, during the period of review, Mr. Topbaş — who owned Marsan and served as the chairman of its board — also had "substantial holdings and directorships in the Ülker [g]roup." Pl.'s Brief at 11. Marsan explained that Mr. Topbaş and his brothers "together have an investment of over $40 million in no fewer than 10 Ülker manufacturing, distribution or sub-holding subsidiaries." Pl.'s Brief at 11. Marsan pointed out that Mr. Topbaş and his brothers were also members of the boards of directors and had ownership interests in various Ülker companies. Pl.'s Brief at 11.10

Marsan coined the phrase "an economic community of interests" to characterize this web of shared business interests. Issues & Decision Memorandum at 7; Pl.'s Brief at 22. According to Marsan, the "economic community of interests" explained why Mr. Topbaş allowed an Ülker group "representative" — Mr. Arikan — to sit on Marsan's board. See Pl.'s Brief at 12, 22.

Commerce waded through the extensive, detailed information that Marsan placed on the record in the course of the administrative review, but ultimately determined in the Final Results that the positions that Mr. Arikan held in Ülker group companies were not sufficient to establish that he served on Marsan's board on behalf of the Ülker group. Issues & Decision Memorandum at 13. Commerce further found that Mr. Arikan's position on Marsan's board was not sufficient to prove that Mr. Arikan was in a position to directly or indirectly control Marsan. Issues & Decision Memorandum at 13. As for the history of business dealings between Marsan and its suppliers, and the "economic community of interests" between Mr. Ülker and Mr. Topbaş, Commerce determined that none of the evidence was indicative of affiliation. Issues & Decision Memorandum at 13-14. Commerce therefore concluded in the Final Results that Marsan had failed to establish affiliation under any of the seven subsections of 19 U.S.C. § 1677(33). See Issues & Decision Memorandum at 1, 7-8.

In light of its negative affiliation determination in the Final Results and in accordance with its reseller policy, Commerce instructed the Bureau of Customs and Border Protection to liquidate entries for which Birlik was the producer and Marsan the exporter at the "all others" rate of 51.49%. Pl.'s Brief at 25; Def.'s Brief at 6.11

This action followed.

II. Standard of Review

In reviewing a challenge to a final determination, Commerce's determination must be upheld unless it is "unsupported by substantial evidence on the record, or otherwise not in accordance with the law." 19 U.S.C. § 1516a(b)(1)(B)(i). "Substantial evidence" is "more than a mere scintilla. It means such relevant evidence as a reasonable mind might accept as adequate to support a conclusion." Universal Camera Corp. v. NLRB, 340 U.S. 474, 477-78, 71 S.Ct. 456, 95 L.Ed. 456 (1951) (quoting Consolidated Edison Co. v. NLRB, 305 U.S. 197, 229, 59 S.Ct. 206, 83 L.Ed. 126 (1938)); see also Consolo v. Fed. Mar. Comm'n, 383 U.S. 607, 620, 86 S.Ct. 1018, 16 L.Ed.2d 131 (1966) (defining "substantial evidence" as "something less than the weight of the evidence").

It is, of course, true that any evaluation of the substantiality of evidence "must take into account whatever in the record fairly detracts from its weight," including "contradictory evidence or evidence from which conflicting inferences could be drawn." Suramerica de Aleaciones Laminadas, C.A. v. United States, 44 F.3d 978, 985 (Fed.Cir.1994) (quoting Universal Camera Corp., 340 U.S. at 487-88, 71 S.Ct. 456); see also Mittal Steel Point Lisas Ltd. v. United States, 548 F.3d 1375, 1380-81 (Fed.Cir.2008) (same). However, the mere fact that it may be possible to draw two inconsistent conclusions from the record does not prevent the agency's determination from being supported by substantial evidence. Am. Silicon Techs. v. United States, 261 F.3d 1371, 1376 (Fed.Cir.2001); see also Consolo, 383 U.S. at 620, 86 S.Ct. 1018.

Finally, while Commerce must explain the bases for its decisions, "its explanations do not have to be perfect." NMB Singapore Ltd. v. United States, 557 F.3d 1316, 1319 (Fed.Cir.2009). Nevertheless, "the path of Commerce's decision must be reasonably discernable" to support judicial review. NMB Singapore Ltd., 557 F.3d at 1319 (citing Motor Vehicle Mfrs. Ass'n v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 43, 103 S.Ct. 2856, 77 L.Ed.2d 443 (1983)); see also Timken U.S. Corp. v. United States, 421 F.3d 1350, 1355 (Fed. Cir.2005) (explaining that "it is well settled that an agency must explain its action with sufficient clarity to permit `effective judicial review,'" and that "[f]ailure to provide the necessary clarity requires the agency action be vacated") (quoting Camp v. Pitts, 411 U.S. 138, 142-43, 93 S.Ct. 1241, 36 L.Ed.2d 106 (1973)); 19 U.S.C. § 1677f(i)(3)(A) (requiring Commerce to "include in a final determination ... an explanation of the basis for its determination").

III. Analysis

Marsan here challenges Commerce's determination that Marsan is not affiliated with its suppliers, Birlik/Bellini, to the extent that the agency's determination is based on subsection (F) of the statute, which concerns affiliation based upon control. See Pl.'s Brief at 7, 15, 25; Pl.'s Reply Brief at 1-3, 5, 14; 19 U.S.C. § 1677(33).

Marsan contests Commerce's determination on four principal grounds. First, Marsan contends that Commerce failed to adequately take into account certain evidence pertinent to the agency's affiliation analysis. See Pl.'s Brief at 16, 19, 24; see also section III.A, infra. Second, Marsan faults Commerce for evaluating theories of affiliation beyond those that Marsan has argued. Pl.'s Brief at 20-21, 16, 24; see also section III.B, infra. Third, Marsan asserts that Commerce failed to properly apply relevant legal standards in the course of its affiliation analysis. See Pl.'s Brief at 15-20; see also section III.C, infra. And, fourth, Marsan argues that Commerce erred in not conducting an on-site verification of Marsan's questionnaire responses. See Pl.'s Brief at 22-23; see also section III.D, infra.

Each of Marsan's arguments is lacking in merit.

A. Commerce's Evaluation of the Record Evidence

Marsan attacks Commerce's affiliation determination on the grounds that Commerce failed to properly consider evidence concerning two relationships that are critical to Marsan's theory of affiliation — the relationship between Mr. Arikan and Marsan, and the relationship between the Ülker group and Mr. Arikan.

As summarized above, Marsan's overarching theory of affiliation is that Marsan and its suppliers, Birlik/Bellini, were affiliated because both Marsan and Birlik/Bellini were under the common control of the Ülker group — i.e., that the Ülker group was in a position to control both Marsan and Birlik/Bellini. Establishing the Ülker group's ability to control Birlik/Bellini is a relatively straightforward matter, because the Ülker group is the parent of Birlik/Bellini. On the other hand, the Ülker group's ability to control Marsan is hotly contested.

Marsan claims that the Ülker group was in a position to control Marsan, via Mr. Arikan. This part of Marsan's theory of control is thus rather attenuated. In other words, to prove that Marsan was subject to the control of the Ülker group, Marsan must establish both (1) that Mr. Arikan was in a position to control Marsan and (2) that the Ülker group was in a position to control Mr. Arikan. As outlined below, Commerce did not err in concluding that Marsan failed on both counts.

Marsan first takes issue with Commerce's determination that Mr. Arikan was not "in a position to control Marsan" by virtue of his position on Marsan's board. Pl.'s Brief at 4, 17-18; see section I.B, supra. In addition, Marsan contends that Commerce improperly accounted for certain evidence that Marsan submitted in support of its claim that Mr. Arikan served on Marsan's board as a "representative" of the Ülker group. Pl.'s Brief at 19, 22; Pl.'s Reply Brief at 6, 7-8, 15. Neither challenge is persuasive.

1. Whether Mr. Arikan Was Positioned to Control Marsan

Marsan contends that Commerce's determination that Mr. Arikan was not in a position to exercise control over Marsan lacks an adequate evidentiary basis. See Pl.'s Brief at 4, 16-17, 19-20; Pl.'s Reply Brief at 5-6, 8-10. Specifically, Marsan argues that Commerce failed to accord proper weight to Mr. Arikan's position as vice-chairman of Marsan's board of directors, which — according to Marsan — in turn constituted evidence of the Ülker group's ability to control Marsan. Pl.'s Brief at 4, 11, 15-16, 18; Pl.'s Reply Brief at 2, 5-6. Marsan contends that, as a member of the Marsan board, Mr. Arikan directed the "strategy and direction of the company" and was thus in a position to legally or operationally exercise restraint or control over Marsan. Pl.'s Brief at 18.

In the Issues & Decision Memorandum, Commerce determined that Mr. Arikan's role was limited to that of a board member (albeit the vice-chairman of the board), and that there was no showing that Mr. Arikan individually had any authority to make decisions on behalf of Marsan. See Issues & Decision Memorandum at 13; Def.'s Brief at 14-15. Commerce concluded that Mr. Arikan's position as vice-chairman of the Marsan board did not suffice to demonstrate that he was personally in a position to control that company. See Issues & Decision Memorandum at 13.

As a threshold matter, the administrative record includes no "directives, minutes from meetings or other documentation" that might serve as direct proof that Mr. Arikan was in a position to control Marsan. Issues & Decision Memorandum at 13. Moreover, as the Domestic Producers observe, it generally takes a majority of the board of directors to exercise control over a company — not one director alone. Def.-Ints.' Brief at 11. In this case, Mr. Arikan might have exercised restraint or direction over Marsan if he were the sole member of the company's board. But the Marsan board consisted of five members. Pl.'s Brief at 18.

There is nothing in the record here to indicate that Mr. Arikan or any other single Marsan board member possessed any greater powers than those enjoyed by individual directors serving on typical boards. Nor is there any record evidence to indicate that, as vice-chairman of the Marsan board, Mr. Arikan's voice or vote was any more potent than those of his four colleagues. Commerce's determination that Mr. Arikan was not in a position to control Marsan thus was supported by substantial evidence. See Def.'s Brief at 11-12 (citing Issues & Decision Memorandum at 12).12

Marsan's claims to the contrary have no merit.13

2. Whether The Ülker Group Was Positioned to Control Mr. Arikan

Marsan similarly contends that Commerce failed to properly consider evidence that — according to Marsan — demonstrates that the Ülker group controls Mr. Arikan by virtue of his employment within the Ülker group. Marsan argues that, because of this control, Mr. Arikan (the vice-chairman of Marsan's board of directors) serves on the Marsan board as a "representative" of the Ülker group and on the Ülker group's behalf. See Pl.'s Brief at 19-20, 22, 23; Pl.'s Reply Brief 2-3, 6.

Marsan first alleges that Commerce failed to adequately consider the many overlapping economic interests between Marsan and the Ülker group in determining whether Mr. Arikan acted as a "representative" of the Ülker group on Marsan's board. See Pl.'s Brief at 22; Pl.'s Reply Brief at 7-8 (asserting that "the intertwining economic interests ... show[] why ... affiliation is a natural outcome of the relationships among the parties"). According to Marsan, it is the existence of the economic community of interests between Marsan and the Ülker group that explains why Marsan would allow an asserted Ülker "representative" — Mr. Arikan — to sit on Marsan's board. See Pl.'s Brief at 22 (arguing that "the economic community of interests between Topbaş and Ülker ... show[s] why Topbaş would afford Ülker the possibility of exercising restraint or direction over Marsan"); Pl.'s Reply Brief at 7-8 (same). Marsan thus views the economic community of interests as proof that Mr. Arikan's service on Marsan's board was as a "representative" of the Ülker group and on its behalf. See Pl.'s Brief at 4, 8-11 (summarizing economic community of interests and stating that Mr. Arikan serves on Marsan board as a "representative" of Ülker group); Pl.'s Reply Brief at 5-6, 8 (same).

But Marsan's claim that Commerce failed to adequately consider evidence of the overlapping economic interests of Marsan and the Ülker group is not borne out by the record. The Issues & Decision Memorandum amply evidences Commerce's consideration of Marsan's "economic community of interests" argument. Commerce scrutinized the facts that Marsan identified (i.e., the overlapping economic interests between Marsan and the Ülker group) and evaluated whether, as a matter of law, those facts were sufficient to demonstrate the ability to control. See generally Issues & Decision Memorandum at 8-10, 12-15.

For example, as Commerce candidly acknowledged, the evidence placed on the record by Marsan indicates that Marsan and the Ülker group may well "share a common interest in the food and beverage industry in Turkey." Issues & Decision Memorandum at 8. However, as a matter of law, those shared interests do not establish that Marsan and the Ülker group are affiliated within the meaning of the statute. See generally id. Marsan cites nothing to cast doubt on Commerce's expert judgment to that effect.

Commerce similarly considered the corporate relationships of Marsan and the Ülker group, and the relationship between the Topbaş and Ülker families. Issues & Decision Memorandum at 7-8. Thus, Commerce analyzed, among other things, Mr. Arikan's role on the Marsan board and the fact that Mr. Topbaş and Mr. Ülker each own common (non-controlling) shares in the Turkish supermarket chain, BIM. See generally Issues & Decision Memorandum at 12-15.

Ultimately, however, Commerce determined that the facts and relationships that Marsan cited in support of its "economic community of interests" argument did not advance Marsan's claim that Mr. Arikan served on Marsan's board as a "representative" of the Ülker group. Issues & Decision Memorandum at 13. As Commerce explained, the bottom line is that none of the information and evidence on which Marsan relies concerning the asserted economic community of interests establishes that Marsan or its board in fact acted in the company's business dealings at the command of Mr. Arikan (on behalf of the Ülker group), or even that Mr. Arikan was in a position to exercise such control. Issues & Decision Memorandum at 13. As the Government puts it, Marsan can cite no evidence whatsoever of a "causal link indicative of the potential to `control.'" Def.'s Brief at 13.14

In short, contrary to Marsan's claims, Commerce adequately considered the record evidence of the "economic community of interests" between Marsan and the Ülker group. That Marsan disagrees with the conclusions that Commerce drew based on that evidence in no way detracts from the reasonableness of the agency's determination.

Marsan further argues that, in determining whether Mr. Arikan served on Marsan's board as a "representative" of the Ülker group, Commerce failed to give adequate consideration to the facts surrounding what Marsan characterizes as the "hollowing-out" of Marsan during the period of review. Pl.'s Brief at 24. According to Marsan, its pasta-producing assets were transferred to the Ülker group subsidiaries, Birlik/Bellini, "with no consideration other than the payment of depreciation expenses." Pl.'s Brief at 20. Marsan points to this absence of profit in the transaction as proof that the asset transfer could not have occurred absent some influence by the Ülker group over Marsan's board. See Pl.'s Reply Brief at 14. Marsan contends that the transaction thus is evidence that Mr. Arikan served as a "representative" of Ülker group interests on the Marsan board. See Pl.'s Brief at 19-20 (asserting that Marsan's "transformation [was] so exceptional that it can be characterized as mere commercial dealing only by deliberately ignoring the fact that Ülker's representative was vice-chairman of Marsan's board").

In the Issues and Decision Memorandum, Commerce reviewed the terms of the business dealings between Marsan and the Ülker group, and found nothing that was inconsistent with ordinary business transactions. See Issues & Decision Memorandum at 14-15. For example, the production contract between Marsan and Birlik (in which Birlik agreed to produce Marsan's brand of pasta and sell it to Marsan) specified that the price of the product sold to Marsan was to be jointly determined by both parties based on "market conditions." Issues & Decision Memorandum at 14-15. Moreover, nothing in the contract prevented Marsan from purchasing pasta from sources other than Birlik. Issues & Decision Memorandum at 14.

Commerce also reviewed the lease agreement for the pasta production facility entered into by Marsan and Birlik, and, again, found nothing particularly striking. See Issues & Decision Memorandum at 14-15.15 Thus, for example, the lease required Birlik to pay Marsan not only a lease fee, but also the cost of the equipment, raw material, labor, energy, and other overhead provided. Issues & Decision Memorandum at 15. Birlik further assumed all liability in connection with the production facility, and was required to provide warehouse storage for Marsan's inventory. See Pl.'s Appx. at Tab 2, Exh. 2 (Marsan-Birlik Lease and Production Agreement); Issues & Decision Memorandum at 10.

In analyzing Marsan's claims of affiliation, Commerce thus considered the terms of the production contract and the lease agreement, and determined that "[n]othing about [them] ... shows evidence of affiliation or control." See generally Issues & Decision Memorandum at 13-15. Specifically, Commerce concluded that the agreements indicated "that the commercial interests of both parties were taken into consideration," and that the specific terms reflected "negotiation between the parties," rather than "control by either entity." Issues & Decision Memorandum at 15.

Notwithstanding the charges of irregularity that Marsan has leveled, there appears to be nothing about the transactions at issue that is anything other than routine. Even more to the point, even assuming, arguendo, that something about the terms of the various business dealings could be interpreted to be unusual, there is no evidence whatsoever to suggest that Mr. Arikan — one of five members of the Marsan board — was in a position to exercise control over Marsan for purposes of such contract negotiations. Issues & Decision Memorandum at 13.

Commerce therefore properly concluded that the history of business dealings between Marsan and the Ülker group — including, in particular, the circumstances surrounding the transfer of Marsan's pasta-producing assets to Birlik/Bellini — was not sufficient to demonstrate that the transactions were at the direction of Mr. Arikan or that Mr. Arikan served on Marsan's board on behalf of the Ülker group. Issues & Decision Memorandum at 13. Marsan's claims to the contrary must be rejected.16

In sum, Commerce gave proper consideration to Marsan's evidence concerning both the "economic community of interests" between Marsan and the Ülker group, and the history of business dealings between the two. Commerce's determinations therefore must be sustained.

B. Commerce's Consideration of Additional Theories of "Control"

Two of Marsan's remaining arguments amount to complaints that Commerce's analysis in the Issues & Decision Memorandum evaluated additional theories of control above and beyond the particular theory that Marsan focuses on in this action.

Specifically, Marsan criticizes Commerce because the Issues & Decision Memorandum considers whether or not Marsan had a "close supplier relationship" with Birlik/Bellini — an issue that Marsan here characterizes as a "straw man" which, according to Marsan, the agency "came up with ... simply to justify its finding of non-affiliation." Pl.'s Brief at 20-21; see also Pl.'s Brief at 16 (referring to Commerce's "close supplier" analysis as part of an alleged "bait-and-switch game"); Pl.'s Brief at 24 (asserting broadly that "Commerce's conclusion that Marsan and Birlik/Bellini are not affiliated because they... do not have a `close supplier relationship' is legally wrong because it relies on an erroneous legal test, and it is factually wrong because it fails to take into account evidence pertinent to the correct legal test of [§ 1677(33)(F)] of the statute").17

As discussed above, however, Marsan's claims at the administrative level were much broader, and encompassed all seven subsections of the statute. See generally section I.B, supra; see also Case Brief at 3 (asserting existence of affiliation "by reason of subparagraphs (A) through (E)," as well as "under the control subsections, (F) and (G)"). Further, the applicable regulation instructs that, "[i]n determining whether control over another person exists" for purposes of subsections (F) and (G) of the statute, Commerce is to consider, inter alia, the existence of "close supplier relationships." 19 C.F.R. § 351.102(b)(3).

In fact, in the administrative case brief that it filed with Commerce, Marsan expressly challenged the merits of the agency's determination in the Preliminary Results that "Marsan and Birlik/Bellini are not affiliated by reason of ... a close supplier relationship," asserting that "[the agency's] analysis is flawed and its conclusions are wrong." See Case Brief at 4. Under these circumstances, Commerce's decision to analyze the existence of a "close supplier relationship" in the Issues & Decision Memorandum cannot fairly be criticized. The agency did nothing more than address an argument that Marsan itself had raised. See generally Def.'s Brief at 14-15 (explaining that Commerce analyzed "close supplier relationship" because, if established, such relationship "could ... demonstrate Birlik/Ülker being in a position to control Marsan"); Def.-Ints.' Brief at 19-21 (same).

Marsan also faults Commerce for considering whether "either Marsan or Birlik are in a position to be controlled, either legally or operationally, by each other." See Pl.'s Brief at 20 (quoting Issues & Decision Memorandum at 13). Marsan contends that it "does not claim that Birlik was in a position to control Marsan or that Marsan was in a position to control Birlik." Pl.'s Brief at 20. But see Def.-Ints.' Brief at 20 (noting that, at administrative level, Marsan argued that Marsan and Birlik were affiliated under all seven subsections of the statute, and, further, explaining that "[a]ffiliation would exist under subsection (G) if Marsan controlled Birlik, or vice versa").

In any event, whether or not Marsan has ever claimed that Birlik was in a position to control Marsan (or vice versa) is of no moment. Even assuming that — in the interest of completeness or out of an abundance of caution — the Issues & Decision Memorandum considered theories of control above and beyond those that Marsan asserted, there was no resulting injury to Marsan. In this action, what matters is whether Commerce adequately and properly considered the theories of affiliation that were raised before the agency (to the extent that Marsan's claims of alleged agency error have been properly preserved and presented here).

In sum, there is no substance to Marsan's criticisms of the Issues & Decision Memorandum for addressing whether a "close supplier relationship" existed between Marsan and Birlik/Bellini, and whether Marsan or Birlik/Bellini were in a position to be controlled by each other. Even Marsan does not contend that Commerce's consideration of those other theories affected in any way the agency's determinations on the only theory of affiliation that Marsan continues to press here.

C. The Legal Standards That Commerce Applied

The gravamen of several of Marsan's other arguments is that Commerce failed to properly apply various legal standards in the course of the agency's analysis. Thus, for example, Marsan insists that Commerce improperly applied a standard of "actual control." See Pl.'s Brief at 4, 17-18; Pl.'s Reply Brief at 7; 19 U.S.C. § 1677(33). Marsan similarly maintains that Commerce improperly required Marsan to demonstrate that it was subject to "unilateral control." See Pl.'s Brief at 18-19, 20; Pl.'s Reply Brief at 6. In addition, Marsan contends that Commerce improperly interpreted the statute to require Marsan to demonstrate the existence of "cross-ownership that `controls' or has the ability to control Marsan." See Pl.'s Brief at 21 (quoting Issues & Decision Memorandum at 13); see also Pl.'s Brief at 16-17, 24; Pl.'s Reply Brief at 8.

As detailed below, none of these arguments holds water.

1. Actual Control vs. Ability to Control

Marsan first insists that, in its analysis of affiliation, Commerce improperly imposed a higher, more stringent standard of "actual control," when the relevant statute requires only that an entity be "in a position" to control (i.e., have the ability to control) another entity. See 19 U.S.C. § 1677(33); Pl.'s Brief at 4, 17-18; Pl.'s Reply Brief at 7; see also Antidumping Duties; Countervailing Duties, 62 Fed. Reg. 27,296, 27,297-98 (Dep't Commerce May 19, 1997) (explaining that the statute requires Commerce to focus "on the ability to exercise `control' rather than the actuality of control over specific decisions").

As support for its charge, Marsan points to an excerpt from the Issues & Decision Memorandum in which Commerce noted the absence from the administrative record of "directives, minutes from meetings or other documentation" that might indicate that Mr. Arikan, "given his various positions, directly or indirectly controlled Marsan or Birlik." See Pl.'s Brief at 17 (quoting Issues & Decision Memorandum at 13); see also Pl.'s Reply Brief at 7. According to Marsan, Commerce thereby applied a standard of actual control, in violation of the statute and the Court of Appeals' holding in Crawfish Processors Alliance. See Pl.'s Brief at 17-18 (citing Crawfish Processors Alliance v. United States, 477 F.3d 1375, 1380-82, 1384 (Fed.Cir.2007)); 19 U.S.C. § 1677(33); see also Pl.'s Brief at 8 (discussing Crawfish Processors Alliance).18 But Marsan seeks to make much too much of this isolated passage from Commerce's determination.

Throughout the Issues & Decision Memorandum, Commerce repeatedly reiterates the correct legal standard — that is, that the statutory standard for control requires only that an entity be "in a position" to control (i.e., have the ability to control) another entity. See, e.g., Issues & Decision Memorandum at 4, 12, 13; 19 U.S.C. § 1677(33); see also Preliminary Results, 76 Fed.Reg. at 23,976 (stating that Commerce "does not require evidence of actual control," and instead "focus[es] upon one party's ability to control the other"). It is thus clear beyond cavil that the agency knew and appreciated the proper standard under the statute. Even more to the point, Marsan reads the language on which it relies entirely out of context. Marsan's argument would have traction only if Commerce's affiliation analysis began and ended with its observation concerning the referenced documentation. But that is plainly not the case here.

In short, Commerce here correctly interpreted and applied the statute, as a matter of law, to require only proof that a third party (i.e., the Ülker group) was in a position to control both Marsan and Birlik/Bellini. However, Commerce ultimately concluded, as a matter of fact, that the record evidence does not support Marsan's claims. See Def.'s Brief at 7, 14-15; Def.-Ints.' Brief at 14-15; see generally Issues & Decision Memorandum at 13 (stating that Commerce "[did] not find anything in the record that indicates that ... Marsan [is] in a position to be controlled, either legally or operationally, by ... a third party"). Marsan's assertion that Commerce improperly applied a standard of "actual control" therefore must be rejected.

2. Unilateral Control

Marsan similarly maintains that Commerce improperly required Marsan to demonstrate that it was subject to "unilateral control" by Mr. Arikan. See Pl.'s Brief at 18-19, 20; Pl.'s Reply Brief at 6, 11. In particular, Marsan highlights Commerce's conclusion in the Issues & Decision Memorandum that the events surrounding Marsan's conversion from a pasta producing company to a pasta trading company do not "demonstrate unilateral control by Mr. Tevfik Arikan ... or control by the Ülker [g]roup." See Pl.'s Brief at 19 (emphasis added by Marsan) (quoting Issues & Decision Memorandum at 13); see also Pl.'s Brief at 18-19, 20; Pl.'s Reply Brief at 6, 11.

Citing the agency's determination in Certain Welded Carbon Steel Pipes and Tubes from Thailand, Marsan argues that "Commerce's own precedents envision that a company may be subject to control ... by more than one party." See Pl.'s Brief at 19 (citing Certain Welded Carbon Steel Pipes and Tubes from Thailand: Final Results of Antidumping Duty Administrative Review, 62 Fed.Reg. 53,808, 53,810 (Oct. 16, 1997)); see also Pl.'s Brief at 20 (same). As the Government observes, the principle that Marsan invokes "is not necessarily in dispute." Def.'s Brief at 15. However, as the Government further explains, the administrative determination that Marsan relies on is inapposite in this case:

Def.'s Brief at 15 (citing Issues & Decision Memorandum at 15).

The bottom line is that Marsan simply misinterprets Commerce's (admittedly inept) use of the term "unilateral control" in the quoted excerpt from the Issues & Decision Memorandum. Contrary to Marsan's claims, Commerce here did not actually require evidence that the Ülker group exercised unilateral control over Marsan. Nor did Commerce require evidence that Mr. Arikan exercised unilateral control over Marsan. See Issues & Decision Memorandum at 13. In essence, in the language at issue, the agency merely reasoned, as a matter of fundamental logic, that — absent evidence that Mr. Arikan had the ability himself (alone) to control the transfer of Marsan's pasta-producing assets — it cannot be assumed that the transfer of those assets is indicative of a third party's control over Marsan (i.e., the Ülker group). See Issues & Decision Memorandum at 13.

As such, Commerce did not, as a matter of law, require any sort of showing of "unilateral control" in this case. Instead, Commerce ultimately concluded, as a matter of fact, that the record evidence did not support Marsan's claim that the transfer of Marsan's pasta-producing assets proved affiliation. Marsan's assertion that Commerce improperly required Marsan to demonstrate that it was subject to "unilateral control" is therefore devoid of merit.

3. Cross-Ownership

Marsan further contends that Commerce improperly interpreted the statute to require that Marsan demonstrate the existence of "cross-ownership that `controls' or has the ability to control Marsan." See Pl.'s Brief at 21 (quoting Issues & Decision Memorandum at 13); see also Pl.'s Brief at 16-17 (arguing that statute "does not require direct cross-ownership, nor does it require common shareholders; its requirement is that two or more companies be controlled by the same third party"), 21 (faulting Commerce for requiring "a cross-ownership that controls" in violation of the statute), 24 (disputing "Commerce's conclusion that Marsan and Birlik/Bellini are not affiliated because they do not own shares in each other" as "legally wrong" because "it relies on an erroneous legal test")19; Pl.'s Reply Brief at 8 (same).

Marsan argues that "[c]ontrary to Commerce's formulation, ... [19 U.S.C. § 1677(33)(F)] does not require a `cross-ownership that controls ...' another company. Rather, the subsection requires examination of whether, by reason of corporate groupings or otherwise, one entity is in a position legally or operationally to exercise restraint or direction over each of two or more other entities." Pl.'s Brief at 21. If so, Marsan argues, "then the two controlled entities are affiliated with each other." Pl.'s Brief at 21.

At first blush, Marsan appears to fault Commerce for considering the extent of cross-ownership among the entities at issue. However, in its administrative case brief, Marsan emphasized the existence of cross-ownerships and common directors and officers between Marsan and the Ülker group. See, e.g., Case Brief at 4 (asserting that "[t]he Topbaş family and the Ülker group have extensive cross-ownerships; common directors, officers, and employees"), 9-19 (summarizing the cross-ownerships and common shareholders, directors, and officers); see also Def.-Ints.' Brief at 5 (noting that "Marsan contended that it was affiliated with Birlik and Bellini by virtue of cross-ownership and common directors and officers").

The fundamental thrust of Marsan's complaint seems to be a suggestion that Commerce limited its analysis of control to cross-ownership, and failed to evaluate other means of proving control within the meaning of the statute. Nothing could be further from the truth. Commerce also considered, inter alia, the existence of a corporate grouping, Mr. Arikan's position on Marsan's board, business dealings between Marsan and the Ülker group companies, and facts related to Marsan's "economic community of interests." See, e.g., Issues & Decision Memorandum at 7 (discussing corporate grouping); id. at 13 (addressing Arikan's role on Marsan board); Def.'s Brief at 7, 11-12, 13-14, 16 (discussing agency's analysis of Arikan's role on Marsan board); Def.-Ints.' Brief at 1-2, 9-11, 12, 15-16, 19 (same); Issues & Decision Memorandum at 13-15 (discussing various documented business dealings between Marsan and Ülker group companies); Def.'s Brief at 7, 12, 16 (discussing agency's analysis of Marsan-Ülker group business dealings); Def.-Ints.' Brief at 18-19 (same); Issues & Decision Memorandum at 8 (considering "economic community of interests"); Def.'s Brief at 11, 13, 14 (discussing agency's analysis of "economic community of interests" and facts related thereto); Def.-Ints.' Brief at 2, 6, 7, 8, 16-19 (same).

Accordingly, there can be no claim that Commerce in this case confined its analysis of control to evidence of cross-ownership. Marsan's argument to that effect cannot be sustained.

D. Verification

Marsan's final argument is that Commerce erred by not conducting an on-site verification of Marsan's questionnaire responses. See Pl.'s Brief at 22-23; Pl.'s Reply Brief at 9 n. 4. Marsan speculates that Commerce decided against such a verification because the agency did not want to risk obtaining "better information" in support of Marsan's claims of affiliation and a "more complete understanding" of the "pivotal role of Tevfik Arikan" and his alleged "role as Ülker's representative on Marsan's board." See Pl.'s Brief at 23.

Marsan initially took the position that the absence of an on-site verification was "in contravention of the statute" and constituted a failure by Commerce to fulfill "its statutory responsibility to conduct a full and complete administrative review." See Pl.'s Brief at 22-23. At oral argument, however, Marsan was quick to back-pedal on that bold charge. Specifically, counsel for Marsan stated that Marsan "concede[s] that the Government [was] not compelled to do a verification in this case." Recording of Oral Argument at 56:26-56:36. Marsan's counsel further acknowledged that an on-site verification was not something "mandatory that [Commerce] had to do," and that the agency "did not break the law." Recording of Oral Argument at 1:00:19-1:00:32. Although Marsan did not expressly state that it was abandoning its verification argument, its position seems clear enough from the record.

Even if Marsan did not intend to abandon its verification claim, the doctrine of exhaustion of administrative remedies would bar Marsan from pressing the argument. See generally Def.'s Brief at 16-18. As a general matter, the doctrine of exhaustion holds that "no one is entitled to judicial relief for a supposed or threatened injury until the prescribed administrative remedy has been exhausted." Sandvik Steel Co. v. United States, 164 F.3d 596, 599 (Fed.Cir.1998) (quoting McKart v. United States, 395 U.S. 185, 193, 89 S.Ct. 1657, 23 L.Ed.2d 194 (1969)) (internal quotation marks omitted). Thus, it is a well-settled principle of administrative law that "[a] reviewing court usurps the agency's function when it sets aside [an agency] determination upon a ground not theretofore presented and deprives the [agency] of an opportunity to consider the matter, make its ruling, and state the reasons for its action." Unemployment Compensation Comm'n of Alaska v. Aragon, 329 U.S. 143, 155, 67 S.Ct. 245, 91 L.Ed. 136 (1946); see, e.g., Rhone Poulenc, Inc. v. United States, 899 F.2d 1185, 1191 (Fed. Cir.1990).

As the Government notes, Commerce's regulations require that a party's administrative case brief "present all arguments ... relevant to the Secretary's final determination or final results, including any arguments presented before the date of publication of the preliminary determination or preliminary results." See Def.'s Brief at 17 (quoting 19 C.F.R. § 351.309(c)(2)). "If a party does not exhaust available administrative remedies, `judicial review of [Commerce's actions] is inappropriate.'" Consol. Bearings Co. v. United States, 348 F.3d 997, 1003 (Fed.Cir. 2003) (quoting Sharp Corp. v. United States, 837 F.2d 1058, 1062 (Fed.Cir.1988)). "`[T]he [Court of International Trade] generally takes a "strict view" of the requirement that parties exhaust their administrative remedies.'" Yangzhou Bestpak Gifts & Crafts Co. v. United States, 716 F.3d 1370, 1381 (Fed.Cir.2013) (quoting Corus Staal BV v. United States, 502 F.3d 1370, 1379 (Fed.Cir.2007) (citations omitted)).

Requiring exhaustion even in a discretionary, non-jurisdictional context is generally sound policy, because it allows the agency to apply its expertise, to correct its own mistakes, and to compile an adequate record to support judicial review, advancing the dual purposes of protecting agency authority and promoting judicial efficiency. See Woodford v. Ngo, 548 U.S. 81, 89, 126 S.Ct. 2378, 165 L.Ed.2d 368 (2006) (discussing two main purposes of doctrine of exhaustion, i.e., protecting "administrative agency authority" and promoting judicial economy); Richey v. United States, 322 F.3d 1317, 1326 (Fed.Cir.2003) (same). Accordingly, in actions challenging determinations in antidumping administrative reviews, the Court of International Trade requires litigants to exhaust administrative remedies "where appropriate." 28 U.S.C. § 2637(d); see also Corus Staal, 502 F.3d at 1379 (stating that 28 U.S.C. § 2637(d) "indicates a congressional intent that, absent a strong contrary reason," court should require exhaustion of administrative remedies); McCarthy v. Madigan, 503 U.S. 140, 144, 112 S.Ct. 1081, 117 L.Ed.2d 291 (1992) (explaining that, even "where Congress has not clearly required exhaustion, sound judicial discretion governs").

Here, Marsan implicitly concedes (as it must) that it never once proposed that Commerce conduct on-site verification as part of this review. See Pl.'s Brief at 23 (noting that only "petitioners [i.e., the Domestic Producers] requested verification"). Instead, Marsan relies on the fact that verification was requested by the Domestic Producers. See Pl.'s Brief at 23. As the Government points out, however, the Domestic Producers' request was limited to verification of Marsan's "sales and cost data." See Def.'s Brief at 17 n. 4 (citing Domestic Producers' Verification Submission (CRU Pub. Doc. No. 21)). More importantly, neither Marsan nor the Domestic Producers preserved any arguments concerning on-site verification by raising the issue in their administrative case briefs.

Because Marsan did not include its argument concerning on-site verification in its administrative case brief, Commerce was not put on timely notice of Marsan's claim. Marsan is therefore precluded from raising the issue for the first time in this action. See Def.'s Brief at 18.20 Marsan's failure to timely assert its verification argument at the administrative level means that it cannot now be heard to criticize Commerce for failing to undertake such a verification. By its silence, Marsan waived its right to press that issue in this forum. See AIMCOR v. United States, 141 F.3d 1098, 1111-12 (Fed.Cir.1998).

In any event, contrary to Marsan's implication, on-site verification would not have accorded Marsan the opportunity that it contemplates — that is, the ability to further supplement the record with "better information on affiliation" and other additional evidence favorable to its case. Compare Pl.'s Brief at 23 with Def.-Ints.' Brief at 21. As the Domestic Producers correctly point out, "[t]he purpose of verification is not to collect new information, and Commerce warns respondents in its verification agenda that verification will not provide the opportunity to submit new factual information." See Def.-Ints.' Brief at 21.

Like all of its other arguments, Marsan's argument concerning on-site verification is also unavailing.

IV. Conclusion

For the reasons set forth above, Marsan's Motion for Judgment on the Agency Record must be denied, and Commerce's Final Results of the 14th Antidumping Duty Administrative Review of Certain Pasta from Turkey, 76 Fed.Reg. 68,399 (Nov. 4, 2011), are sustained.

Judgment will enter accordingly.