5 In October 1986, the IMG partners received subpoenas from the SEC that sought documents and testimony concerning the transactions involving ERG stock made around the time of the tender offer. The partners met with attorneys from various law firms located in Wichita, Kansas, and Washington, D.C., to determine how best to respond to the subpoenas, to determine what the implications were as to the firm or the individual partners, and to ascertain what steps needed to be taken. Initially none of the partners knew that the investigation was specifically targeting the conduct of Peters. On December 23, 1986, an agreement was executed whereby Ivan withdrew from the partnership. Pursuant to such agreement, Ivan received the value of his capital contribution, as well as a commitment for one-sixth of the annual net income of the partnership or any successor to the partnership. On December 11, 1986,3 IMG was dissolved and replaced by Peters, Gamm & West, Inc. The corporation began conducting business in January 1987. The corporation assumed all of the partnership's assets, retained its clients, kept the same employees and place of business, and assumed all partnership obligations and liabilities. The business of IMG was 3 PGWV's 1988 income tax return shows that the date of election as an S corporation was Dec. 11, 1986. This conflicts with the withdrawal agreement executed by the Investment Management Group on Dec. 23, 1986. The validity of the S election is not in issue, nor is the validity of the partnership withdrawal agreement.Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
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