Wally Findlay Galleries International, Inc. and Subsidiaries - Page 27

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          sheet insolvency was so great that there may well have been no              
          reasonable expectation that a continuation of the business would            
          provide the parent with a return of its investment.  Cf.                    
          Morton v. Commissioner, supra at 1279.  Yet once the intercompany           
          debt was forgiven, the balance sheet for FY 1984 showed a deficit           
          in shareholder's equity of only $26,228, and the same                       
          considerations that would have supported a reasonable expectation           
          of recovering part of the intercompany debt preclude a                      
          determination that the stock was worthless.                                 
               As internal corporate documents of WFGI reflect, the primary           
          purpose of canceling the intercompany debt was “to get the                  
          capital structure back into compliance with French law” and avert           
          the threat of involuntary insolvency proceedings.  WFGI's                   
          officers would not have forgiven the subsidiary's debt if they              
          did not believe that this would provide meaningful support to its           




















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