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compensation to the value of his uncompensated services as of the
end of each year. The board, for example, considered the value
of Mr. Ashare's uncompensated services as of December 31, 1990,
and resolved specifically that Mr. Ashare's compensation for that
year was limited to services performed during that year.
Petitioner definitely had the opportunity, the means, and a
strong tax incentive to inflate Mr. Ashare's compensation for
that year. It did not, which indicates to us that the board was
set on establishing Mr. Ashare's compensation at its fair value.
In this regard, the board resolved that Mr. Ashare was
entitled to receive compensation of $1,750,000 during 1993 for
his past and present services. The board, through the exercise
of its sound business judgment, resolved that Mr. Ashare was
entitled to that amount of compensation, and we decline to second
guess the board's wisdom. The board knew that 1993 was the last
year from which petitioner could use an NOL to recover all of the
taxes which it paid for 1990 and that paying petitioner the
$1,750,000 would allow it to recover all those taxes. The board
also knew that petitioner had a continuing obligation to provide
significant services on the Gentile case for many years after
1993, that petitioner's revenues in post-1992 years would
practically be nonexistent, and that petitioner would not have
any resources to pay Mr. Ashare future compensation.
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