Albert J. Henry - Page 28

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          Additionally, Henry did not provide any other reasonable                    
          explanation as to why Warner-Lambert decreased the final purchase           
          price paid for IMED from $480 million to $465 million.  In these            
          circumstances, Henry’s plea of ignorance does not ring true.                
          Henry’s involvement at the top level of IMED and in the Warner-             
          Lambert negotiations undermines his plea of ignorance, and we so            
          find.  Cf. United States v. Aleman, 728 F.2d 492, 494 (11th Cir.            
          1984); United States v. Jewell, 532 F.2d 697, 700 (9th Cir. 1976)           
          (defining “‘wilful blindness’”).                                            
               In Cramer v. Commissioner, 101 T.C. 225 (1993), we decided             
          Cramer, Boynton, and Monaghan were liable for additions to tax              
          for negligence because they deliberately disregarded rules and              
          regulations.  In that opinion, it was indicated that Boynton was            
          aware of the potential risk that the Commissioner might challenge           
          the treatment of the stock option proceeds because of his close             
          friendship with Cramer and Monaghan.  "Cramer and Monaghan would            
          have had to have actively misled Boynton for him to have been               
          unaware of the risk associated with his 1982 tax return                     
          position", and this event was unlikely to have occurred "in view            
          of * * * [the taxpayers'] friendship and business relationship".            
          Id. at 253.                                                                 
               Although Cramer referred to Henry as "the one outsider" on             
          IMED's board, he met with Henry on a daily basis and occasionally           
          went out to dinner with him.  Also, Henry was involved in the               
          negotiations regarding the sale of IMED to Warner-Lambert and was           



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