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2. Whether the Transfer Was of “Substantially All” the
Debtor’s Assets
Under the terms of the purchase agreement, ACT was to sell
all its tangible and intangible assets to JSL. The sale resulted
in a complete dissolution or liquidation of ACT’s assets. After
the sale, ACT conducted no other business, except for filing its
1988 Federal income tax return. On November 7, 1988, ACT
distributed the cash proceeds from the sale to the shareholders.
We conclude that on November 7, 1988, ACT transferred
“substantially all” its assets to its shareholders. See General
Trading, Inc. v. Yale Materials Handling Corp., 119 F.3d 1485,
1500 (11th Cir. 1997).11
3. Whether the Debtor Was Insolvent or Became Insolvent
Shortly After the Transfer Was Made
The parties have stipulated that ACT was rendered insolvent
by ACT’s sale of its assets to JSL on October 28, 1988, and ACT’s
subsequent transfer to its shareholders on November 7, 1988.
11 In Association Cable TV, Inc. v. Commissioner, T.C. Memo.
1995-596, this Court stated that “the sale of ACT’s assets to JSL
did not constitute a sale of ACT’s sole asset because ACT still
had outstanding contracts.” The relevant consideration under
Fla. Stat. sec. 726.105(2)(e) (1988), however, is not whether ACT
sold all its assets to JSL, but whether ACT transferred
“substantially all” its assets to its shareholders. See General
Trading, Inc. v. Yale Materials Handling Corp., 119 F.3d 1485,
1500 (11th Cir. 1997). As discussed above, the facts in the
record of the instant proceeding indicate that ACT transferred
substantially all its assets to its shareholders, including
petitioner. Petitioner has adduced no evidence to the contrary.
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