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each of the 11 section 453 partnerships promoted by Merrill.
ABN New York provided financial engineering and other services to
the foreign partners in each of the partnerships. Whether or not
an understanding that ABN would collaborate as a copromoter
existed from the outset, ABN would have had an interest in
assuring the satisfaction of Merrill's clients in order to ensure
the continuity of a valuable relationship with Merrill. It is
unclear whether Colgate was aware of Merrill's relationship with
ABN, but Colgate already had an established relationship with
ABN. Acting as Colgate's lead bank in the Netherlands, ABN had
underwritten a large foreign bond issue and performed other
services in connection with Colgate's foreign operations. For
these reasons, ABN could be trusted to cooperate in keeping the
partnership "friendly", by yielding effective control to Colgate,
by protecting the confidentiality of Colgate's debt restructuring
activities, and by agreeing to relinquish its partnership
interest at such time as Colgate might wish to acquire it. ABN's
experience and sophistication in regard to European capital
markets would assist the partnership in acquiring Colgate's
Eurodollar debentures. As a major international bank, ABN
possessed the liquidity needed to finance the venture, and, as a
major derivatives dealer, it could accommodate, at little or no
cost, Colgate's desire for an option to adjust their relative
shares of interest rate exposure.
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