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entities. However, the manner in which the businesses were
actually conducted reveals a cohesiveness that was not accurately
accounted for in petitioner's estimations. The functions of the
businesses, while distinct, were closely integrated and
synergistic. For example, benefits from leases obtained by the
partnerships flowed predictably to the other businesses,
especially to CDI. The partners and shareholders frequently
overlapped. Moreover, the businesses all shared the same office
and phone lines, and CDI generally functioned as a conduit for
the payment of the expenses of all of the businesses. Despite
the time he purportedly spent on the partnerships, none of the
cost of the office space was allocated to them, notwithstanding
petitioner's claims that the entities were separate.
Despite the foregoing, petitioner failed to allot time to
CDI for activities that were certain to redound to its benefit,
such as the build-to-suit lease proposals negotiated by
petitioner. (We agree with petitioners that petitioner's
fiduciary duties owed by petitioner to the partnerships and CDI
may have differed due to different owners and partners such that
he could not have engaged in self-dealing between those entities
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