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require the NFL Commissioner (then Pete Rozelle), not the buyer
and seller, to present the transaction to the NFL owners for
their approval. Rozelle did not submit the transaction to the
NFL owners. Brown and Sawyer each believed that the 1983
transaction complied with NFL requirements.
Respondent contends that, despite the 1983 transaction, the
NFL and the Bengals shareholders did not recognize Sawyer as the
owner of a majority of the Bengals stock. Respondent points out
that Sawyer never ran the team, he was not the voting trustee,
and he did not terminate the voting trust. We disagree that this
shows that Sawyer did not become the majority shareholder in
1983. The NFL knew that Sawyer was the majority shareholder, as
shown by the September 29, 1983, NFL memo relating to the
Bengals' ownership. Sawyer knew that Paul Brown had the
expertise to manage the Bengals. Sawyer reasonably believed that
having Paul Brown manage the team helped to protect his
investment in the team.
Respondent argues that these facts show that the parties'
actions were inconsistent with the form of the transaction. We
disagree that these points are significant enough to show that
Brown and Sawyer did not respect the form of the transaction.
2. Discussion of Respondent's Substance Over Form Theory
Respondent points out that the Commissioner may look beyond
the form of a transaction to see if the form comports with its
substance; and, if it does not, the transaction generally may be
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