Investment Research Associates - Page 187




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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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