Martin Ice Cream Company - Page 17

                                                - 17 -                                                  
                  Mr. Hewit sought advice from two tax attorneys, Charles E.                            
            Falk, an attorney-C.P.A. with an LL.M. in taxation from New York                            
            University School of Law, and Martin’s brother-in-law, Jan                                  
            Neiman, an attorney practicing tax law in Miami Beach, Florida,                             
            on the tax structuring of the transactions creating SIC and                                 
            distributing its stock to Arnold.7  Mr. Hewit sought their advice                           
            to ensure that he properly drafted all documents necessary to                               
            effect the separation of Martin and MIC from Arnold and SIC.                                
            There is no evidence in the record that Mr. Hewit considered                                
            trying to obtain a private letter ruling from the Internal                                  
            Revenue Service, or that he rendered a written opinion to                                   
            petitioner or Martin or Arnold regarding the tax consequences of                            
            the transactions at issue, or that Mr. Hewit or any of the                                  
            parties in interest received a written tax opinion from                                     
            Mr. Neiman or Mr. Falk.                                                                     
                  On June 15, 1988, Arnold, Martin, and Mr. Hewit executed                              
            documents providing for the transfer of MIC’s interests in the                              
            supermarket business and associated customer and pricing lists                              
            from MIC to SIC and the exchange of Arnold’s stock in MIC for the                           
            stock of SIC (the split-off).  The first of these documents,                                
            entitled “Agreement”, provided for the transfer of                                          


                  7 Martin also consulted with Mr. Neiman, who told him that                            
            “this is the way you should do it”, referring to a distribution                             
            of stock under sec. 355 as a means of dissociating Arnold from                              
            MIC.  It is unclear from the record whether Mr. Falk and                                    
            Mr. Neiman were aware of the ongoing negotiations with H�agen-                              
            Dazs.                                                                                       



Page:  Previous  7  8  9  10  11  12  13  14  15  16  17  18  19  20  21  22  23  24  25  26  Next

Last modified: May 25, 2011