- 22 -
because the "arrangement did not legally, or as a practical
matter, impose mutual obligations * * * to sell and * * * to buy
* * * [and] each party's obligation to act was contingent upon
exercise of the put or call, an event which might well fail to
occur." Id. at 844-845. The same is true here. When viewed
from the perspective of December 31, 1981, the open-ended options
may never have been exercised. To the extent that GNN's expert,
Daniel Frisch, testified to the contrary, we find this testimony
unpersuasive. Among other things, Mr. Frisch assumed that GNN
would always have the $31.5 million in funds necessary to
exercise its call. Mr. Frisch also failed to account properly
for the real-life possibility that, even though GNN's call may
have been "in the money", GNN may have declined to exercise its
call because the rate of return on an alternative investment of
the $31.5 million may have exceeded GNN's cost of declining to
exercise its call.
We hold that the sale occurred in 1989. In so holding, we
have considered all arguments made by GNN for a contrary holding
and, to the extent not discussed above, find them to be
irrelevant or without merit.
To reflect the foregoing,
Decision will be entered
under Rule 155 in docket No.
17763-95; decision will be
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