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Mr. Carter to consult and not to compete with AST; (2) MSSTA
would make liquidating distributions to the Scotts and Mr.
Carter, based on their respective stock ownership of MSSTA, of
the $600,000 that it would receive directly from AST; and (3) the
Scotts would use money that they would receive from MSSTA in such
liquidating distributions to assist them in purchasing stock in
AST.
Mr. Harrison and/or Mr. Hall directed AST's attorney, Gary
LaPlante (Mr. LaPlante), to prepare preliminary drafts of the
various documents that would be needed to implement the tentative
agreements that had been reached regarding, inter alia, MSSTA's
sale of its assets to AST, the Scotts' respective purchases of
stock of AST, and consulting agreements between AST and Mr. Scott
and Mr. Carter, respectively. (We shall sometimes refer to
MSSTA's sale of its assets to AST and all of the transactions
that occurred simultaneously with that sale as the MSSTA
transaction.)
Mr. Scott retained Arthur Bosworth (Mr. Bosworth), an at-
torney, to represent MSSTA and the Scotts in the MSSTA trans-
action. Mr. Bosworth had previously represented them with
respect to various litigation matters. Mr. Bosworth initially
declined to represent MSSTA and the Scotts in the MSSTA trans-
action because he was not competent to give tax advice. However,
Mr. Bosworth agreed to represent them after Mr. Scott told him
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