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organized by Kanter were not organized for any substantial
business purpose but were organized primarily to obtain tax
benefits.
Kanter routinely created "shelf" corporations that remained
inactive until he needed a vehicle to channel payments from his
various schemes. At trial, Kanter admitted that Carlco, TMT, and
BWK, Inc., were "shelf" corporations. Thus, any business
purposes set forth in the articles of incorporation were merely
gestures without substance.
Furthermore, Kanter routinely created various corporations,
partnerships, and trusts with similar names; for example, Cedilla
Co., Cedilla Investment Co., Investment Research Associates, Ltd.
(formerly Cedilla Co.), Cedilla Co. (formerly Arba Investments
Inc.), and Cedilla Trust; KWJ Corp. and KWJ Co. partnership;
Essex Corp. and Essex Partnership. As a result of the intended
confusion created by similar names, Kanter could substitute one
entity for another. For example, after KWJ Corp. was liquidated,
the payments from Hyatt to KWJ Corp. were simply treated as
payments to the KWJ Co. partnership. Hyatt never knew about the
change until about 1992.
Moreover, assuming IRA's predecessor Cedilla Co. (Old
Cedilla Co.) had been incorporated for the purpose of brokering
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