- 397 - 1. The I.R.C. Section 351 Exchange and Related Transactions In order to avoid the realization (or recapture) of gains resulting from the sale of the real estate partnership interests, Kanter utilized Cashmere Investment Associates, Inc. (Cashmere), a shell corporation and, on or about May 15, 1983, directed the trusts to transfer their partnership interests into Cashmere in a section 351 nontaxable exchange for stock. Cashmere was incorporated on February 2, 1982, in Delaware but had never been activated until the aforesaid transaction. Cashmere's board of directors consisted of Meyers and Weisgal. Cashmere's president was Weisgal, its secretary was Sharon Bayers, and its treasurer was Meyers. The number of shares and classes of Cashmere's stock received by the trusts in exchange for their partnership interests were as follows: Shares of Stock Shareholder Common Stock Class A Preferred BWK Revocable Trust 50 241.274 Everglades Trusts 1-5 400 257.226 BWK Family Trusts 30 -- Holding Co. 520 -- In order to offset the negative capital accounts of the partnership interests and to avoid the realization of taxable gains that would result from Cashmere assuming liabilities (the negative capital accounts), Kanter caused the trusts to transfer to Cashmere on May 15, 1983, eight notes receivable (assets) heldPage: Previous 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 Next
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