Salina Partnership LP - Page 31




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          representatives testified convincingly on this point.  Moreover,            
          their testimony was bolstered by their detailed review and                  
          consideration of the proposed investment and the minutes of the             
          board of director’s meeting approving the investment.6                      
          We need not dwell on respondent’s contention that FPL failed                
          to evaluate fully the STAMPS investment strategy.  We are convinced         
          that FPL evaluated the STAMPS strategy in sufficient detail to              
          determine that the strategy presented greater market risk than it           
          was willing to accept.  FPL invested in Salina on the condition             
          that Salina’s STAMPS portfolio would be promptly liquidated and             
          reinvested under the MAPS strategy.  There is no dispute that FPL           
          carefully evaluated the potential risks and rewards of the MAPS             
          strategy.  FPL’s “due diligence” included two meetings with Mr.             
          Silverstein.  Moreover, at FPL’s request, Mr. Silverstein presented         
          FPL with several analyses of the financial risks and rewards                
          associated with the MAPS investment strategy under a variety of             
          economic scenarios.                                                         
               We are convinced that FPL’s investment in Salina provided a            
          reasonable opportunity for FPL to earn profits independent of tax           
          benefits. As previously discussed, FPL carefully evaluated the              
          potential risks and rewards of the MAPS strategy.  Mr. Silverstein          


               6    Although the minutes also mention a potential tax                 
          benefit associated with the investment, we infer that FPL did not           
          consider the tax benefit to be paramount to the transaction,                
          rather merely ancillary or collateral thereto.                              





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Last modified: May 25, 2011