Stanley P. Zurn - Page 16

               Some of the formal manifestations of a joint venture are               
          absent here due to the need to keep petitioner’s involvement in             
          the enterprise undisclosed.  Other than that aspect, petitioner             
          advanced funds for the purpose of making a profit from the                  
          government road construction.  Cities was the instrumentality               
          used to obtain preferred treatment for Ms. Jackson’s status as a            
          minority and/or woman owner.  Without petitioner’s involvement,             
          Cities was a mere shell without funding.  Petitioner brought his            
          government experience and financial capability, and Ms. Jackson             
          brought her entrepreneurial skills, experience, and preferred               
          status to the venture.                                                      
               The relationship between petitioner and Ms. Jackson (and her           
          corporate business, Cities) came about due to Ms. Jackson’s                 
          financial difficulties.  Cities, a corporation, was formed to               
          address several needs and interests.  Ms. Jackson was attempting            
          to recover from financial difficulties and labor problems that              
          she had encountered in a prior enterprise.  Significantly,                  
          Cities' capital ownership was structured to take advantage of               
          affirmative action contracting policies.  Ms. Jackson owned 80              
          percent of the voting common stock, which entitled Cities to the            
          preferred status of a "minority business enterprise" and a "woman           
          business enterprise".                                                       
               Petitioner entered into a joint venture with Ms. Jackson to            
          use Cities to accomplish the venturers’ goal of obtaining local             

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