Wally Findlay Galleries International, Inc. and Subsidiaries - Page 18

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          subsidiary to repay the parent's advances.  Not all the assets of           
          the French subsidiary were stated on the balance sheet.  Where a            
          business is sold as a going concern, there may be intangible                
          assets such as goodwill that enhance its value to the purchaser.            
          In a document apparently prepared for prospective buyers dated              
          January 1985, the value of the Wally Findlay Group is stated as             
          $41 million, of which approximately $11 million is accounted for            
          as “Trademark - Name Goodwill - etc.”  In addition, an                      
          unspecified amount of “goodwill” is included in the value                   
          assigned to the New York gallery.  Petitioners argue that none of           
          the approximately $11 million intangible value of the group is              
          attributable to the French subsidiary because ownership of the              
          tradename was held by the parent.  If this logic were sound, then           
          presumably no goodwill would properly be attributable to the                
          New York gallery either.  But there is reason to believe that the           
          French subsidiary contributed to the intangible value of the                
          group.  Another promotional brochure entitled “Wally Findlay                
          Galleries International, SARL”, dated April 1986, contains                  
          information believed to be of interest to prospective purchasers            
          of the “first important American gallery in Paris”.  After                  
          describing the inaugural exhibition in 1971, the brochure                   
          summarizes achievements since that time:                                    
                         This was the first of many spectacular                       
                    gala openings attended by European royalty,                       
                    the most socially prominent Parisians and                         
                    internationally known collectors. * * *                           

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