- 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.
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