- 42 -
received by Mr. Scott pursuant to the Scott-AST consulting
agreement) was transferred by AST to, and was an amount realized
by, MSSTA from the sale of its assets to AST; and (3) of the
total consideration that MSSTA realized from the sale of its
assets to AST, MSSTA distributed (a) to Mr. Scott stock of AST
equal in value to $95,072 (i.e., a 10.5-percent stock interest in
AST) and $9,508 in cash, or a total of $104,580, and (b) to Ms.
Scott stock of AST equal in value to $95,072 (i.e., a 10.5-
percent stock interest in AST).17 Stated differently, respondent
contends that, in substance, the Scotts did not acquire from AST
an aggregate 21-percent stock interest in that company for ten
cents a share. Rather, according to respondent, in substance,
the Scotts acquired that aggregate stock interest, and Mr. Scott
16(...continued)
AST acquired by Mr. Scott and of the fee received by him pursuant
to the Scott-AST consulting agreement and $95,072 of the value of
the stock in AST acquired by Ms. Scott (or a total of $199,652)
were amounts realized by MSSTA from the sale of its assets to
AST. Consequently, we calculated the amount of that fee, which
is an amount that MSSTA realized from the sale of its assets, to
be $9,508.
17 We do not understand respondent to be contending that, in
substance, instead of MSSTA's receiving from AST an aggregate 21-
percent stock interest in AST valued at $190,144 which MSSTA
distributed to the Scotts and $9,508 in cash which it distributed
to Mr. Scott, MSSTA received from AST cash in the total amount of
$199,652, (1) $9,508 of which MSSTA distributed to Mr. Scott and
(2) the balance of which (i.e., $190,144) MSSTA distributed to
the Scotts who in turn used that $190,144 to buy an aggregate 21-
percent stock interest in AST. However, even if respondent were
advancing such a contention, our conclusions with respect to the
transferee liability issues presented would not change.
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