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On December 19, 1987, the board of directors of FSRC held a
special meeting. During this meeting, the board discussed the
accountant's advice regarding the liquidation of both FSRC and
DHF. The minutes state that "Mark Lotts, accountant [for both
FSRC and DHF] advised us to dissolve the corporation to save
taxes". Petitioner urged the creation of a New York corporation
because of a plan to move business operations to New York. The
board decided, however, that FSRC would not be liquidated so as
to preserve future legal actions against the Township. The
minutes state: "It was decided that until the Park and Fairground
business was cleared up and construction was completed in Lake
Placid, we would not dissolve the corporation and reorganize. At
which time all shares from the park and fairground will be
transferred to the Lake Placid Corporation."
The shareholders and board members of FSRC and DHF held a
special meeting on March 18, 1988. The minutes state that "The
Corporation's accountants have advised us to disolve [sic] the
corporations, reasoning [sic] being to save money on capital
gains and save on double taxation". The minutes also state that
"A new corporation would be formed in the State of New York and
the old corporations will be disolved [sic]."
On March 28, 1988, petitioner signed several standard
statements prepared by the corporations' accountant referring to
resolutions adopting a plan of complete liquidation and
dissolution for both FSRC and DHF for attachment to the
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