- 12 -
whether we sell to [JSL] or don't sell to [JSL]." Emphasis
added.
Petitioner relies on the shareholders' discussion on the
discord that existed between them during October 1988 as evidence
of the shareholders' intention to liquidate. Briggs stated at
the October 24, 1988, 11:00 a.m. meeting: "I just think it is
better off if we sell that company and we all go our ways after
that. I think it will work better." This statement is merely
Briggs' thoughts at the time and does not amount to a "plan" or a
"clear intention to liquidate" on the part of all or a majority
of the shareholders.
The events on the day of the JSL sale are similarly
inadequate to establish an informal plan of liquidation.
Regarding the memorandum that Turner faxed to the shareholders in
Colorado on the day of the sale, petitioner argues: "Even
lacking the specific words, 'WE RECOMMEND LIQUIDATION', the
Memorandum can be taken to so recommend, at least in the common
experience of almost everyone." The memorandum from Turner to
the ACT shareholders in Colorado stated in part:
If a plan of liquidation is adopted, it appears that a
significant amount of a gain will not be recognized at
the corporate level provided the plan of liquidation is
adopted and the liquidation process is completed prior
to January 1, 1989. * * *
Respondent argues that, given the text of the memorandum, it
is entirely likely that the shareholders decided to leave the
decision of whether to liquidate or not for later. Respondent's
Page: Previous 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 NextLast modified: May 25, 2011