- 56 -
14, 1989, the closing date, Ms. Scott learned about the MSSTA
transaction from Mr. Scott. She understood from him that, after
the MSSTA transaction, Mr. Scott would own an aggregate stock
interest in AST, a corporation that was larger than MSSTA, which
was smaller than his stock interest in MSSTA before that trans-
action. Although Ms. Scott was present at certain meetings be-
tween Mr. Bosworth and Mr. Scott shortly before the closing of
the MSSTA transaction and reviewed certain documents relating to
that transaction, she did not participate in the discussions re-
lating to that transaction. In addition, while she was present
at the closing of the MSSTA transaction, Ms. Scott was not aware
of the purchase price that she was paying for the AST stock which
she was acquiring as part of the MSSTA transaction. Ms. Scott
agreed to the MSSTA transaction because she relied on and accep-
ted Mr. Scott's recommendation to her that it was desirable to
effect that transaction.20
Based on our examination of the entire record in this case,
we find that respondent has failed to prove that Ms. Scott, as a
transferee of property of MSSTA, is liable under the Colorado
fraudulent conveyance statute for MSSTA's unpaid tax liability to
20 With respect to respondent's suggestion that Ms. Scott
"stands as a nominee of Mr. Scott, [and therefore] his conduct
should be imputed to her", such a suggestion is a new matter,
Rule 142(a), and, in any event, on the record before us, we find
that respondent has failed to establish that Ms. Scott acted as a
nominee of Mr. Scott with respect to the MSSTA transaction.
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