FMC Corporation and Subsidiaries - Page 1

                                 T.C. Memo. 2001-298                                  

                               UNITED STATES TAX COURT                                

               FMC CORPORATION AND SUBSIDIARIES, Petitioner v.                        
               COMMISSIONER OF INTERNAL REVENUE, Respondent                           

               Docket No. 2317-00.                  Filed November 8, 2001.           

                    P paid the investment banking firm of Goldman,                    
               Sachs & Co. (G) approximately $17.5 million to advise                  
               it financially on a recapitalization.  One of G’s                      
               employees disclosed non-public information on the                      
               recapitalization to various Wall Street professionals,                 
               including IB.  IB traded P’s stock on the basis of this                
               non-public information.  P first announced that it                     
               would redeem each share of P stock held by the public                  
               in exchange for cash of $70 and one share of stock in                  
               the new company.  P later increased the cash payment to                
               $80 per share and effectuated the recapitalization at                  
               that price.  P’s cash payment under the revised plan,                  
               less the cash payment which it would have made under                   
               the original plan, equaled $217,649,340.  Subsequently,                
               P sued G, IB, and others in a Federal District Court in                
               Illinois alleging, among other things, that they were                  
               responsible for the increased cash payment.  The                       
               District Court dismissed the complaint in full but the                 
               Court of Appeals for the Seventh Circuit reversed.                     
               Upon remand, the district court dismissed the complaint                

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