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Hong Kong corporation, and the Marwick Trust, a purported offshore
trust formed in Guernsey, the Channel Islands.
Petitioner was a client of Schiavenza. Upon the advice of
Schiavenza, in October 1985, petitioner entered into a management
contract with AMCOR with respect to BTG.3 In connection with that
arrangement, petitioner agreed to acquire all the stock of BTG in
exchange for a portion of the Escondido property. Corporate
minutes authorizing petitioner's acquisition of the BTG stock were
backdated to July 30, 1985.
Capitalization Agreement
Petitioner's acquisition of BTG stock for property was
memorialized in a Capitalization Agreement that was backdated to
3 During the years 1984 to 1988, AMCOR provided
management services to numerous corporations, including BTG and
EPIC. For an annual fee, AMCOR provided the purchaser with a
domestic corporation and services related to the management of
that corporation, including but not limited to the following:
(1) Supplying individuals to serve as directors, officers, and
bank signatories; (2) supplying a registered agent for the
purpose of accepting service of process on the corporation; (3)
filing annual information reports and payment of any annual fees
to the secretary of state and other authorities of the State of
the corporation's formation; (4) holding annual shareholders'
meetings or preparing consents of shareholders in lieu thereof;
(5) holding directors' meetings; (6) preparing corporate minutes
of stockholders' meetings and meetings of directors; (7)
maintaining corporate bank accounts as required; and (8)
executing documentation prepared by counsel on behalf of the
corporation and administering transactions established by said
documentation.
AMCOR's normal practice was to have its employees serve
as officers and directors for its client corporations.
Occasionally, AMCOR used the employees of the offices of those
attorneys utilizing AMCOR's services to serve as officers and/or
directors of AMCOR's client corporations.
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