Anthony Teong-Chan Gaw as Transferee of Radcliffe Investment LTD. - Page 44

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            suggests that those foreign corporations (viz., Intercontinental,                              
            Traveluck, Double Wealth, Merit, Pempire, and Forward) could not                               
            have made direct loans to Radcliffe and BOT.  Indeed, the record                               
            indicates that one such loan was made by Intercontinental to                                   
            Radcliffe.96                                                                                   
                  With respect to Pioneer and its subsidiaries Multi-Credit                                
            and Mandalay, as petitioner admits on brief, Hong Kong corporate                               
            law prohibited them from making direct loans to Radcliffe.  Sec.                               
            157H(2), Companies Ordinance of Hong Kong.  Petitioner also                                    
            concedes on brief that Hong Kong corporate law prohibited those                                
            corporations from pledging collateral for loans to Radcliffe by                                
            the U.S. banks in question.  Because either form of assistance to                              
            Radcliffe by Pioneer and its subsidiaries Multi-Credit and Man-                                
            dalay was prohibited by Hong Kong corporate law, petitioner                                    
            cannot, and does not, argue that the transactions involving those                              
            corporations took the form that they did in order to comply with                               
            the requirements of Hong Kong corporate law.97                                                 


            96  A financial statement of Radcliffe, dated Mar. 31, 1985, and                               
            signed by petitioner, indicated that Intercontinental had a loan                               
            outstanding in the amount of $1,625,000 to Radcliffe and that a                                
            loan from Bangkok Bank LA branch to Radcliffe, presumably BB Loan                              
            No. 2, was to be used to replace that loan from Intercontinental.                              
            97  However, petitioner does contend on brief, relying in part on                              
            his testimony, (1) that he replaced a direct loan from Pioneer to                              
            Radcliffe with a loan from Union Bank (viz., the UB $1,300,000                                 
            loan) that was secured by a certificate of deposit in the name of                              
            Mandalay because he believed that that form created a less                                     
            obvious conflict with Hong Kong corporate law and (2) that                                     
            Pioneer and its subsidiaries Multi-Credit and Mandalay also                                    
                                                                            (continued...)                 




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