Medieval Attractions N.V - Page 22

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          decision to use Manver was made.  Additionally, the language in             
          the licensing agreements was almost verbatim language from a                
          draft licensing agreement that Hokanson at LL provided to the               
          Spanish investors on November 11, 1986.                                     
               The chronology shows that the trademarks could have been               
          registered in the name of any of the entities controlled by the             
          Spanish investors.  The decision was driven by tax considerations           
          and had no relation to who actually developed the intangibles.              
          The choice of which corporate entity to use occurred, and the               
          chain of possession, and the subsequent licensing agreements were           
          created after the favorable tax ruling and attempted to alter the           
          facts to fit the tax planning.                                              
               "The freedom to arrange one's affairs to minimize taxes does           
          not include the right to engage in financial fantasies with the             
          expectation that the Internal Revenue Service and the courts will           
          play along."  Saviano v. Commissioner, 765 F.2d 643, 654 (7th               
          Cir. 1985), affg. 80 T.C. 955 (1983).  Courts have never regarded           
          "the simple expedient of drawing up papers" as controlling for              
          tax purposes when the objective realities are to the contrary.              
          Commissioner v. Tower, 327 U.S. 280, 291 (1946); Falsetti v.                
          Commissioner, 85 T.C. 332, 347 (1985).  If MTNV and Manver had              
          not been related, MTNV would not have allowed the intangibles to            
          be registered in Manver’s name without compensation to MTNV.                
          Neither MTNV/MSI nor MANV/MDT had a business reason to pay Manver           
          for intangible rights that Manver did not own.                              




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