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Chicken Bar
During 1991, petitioner, Marc Caplan (Mr. Caplan), a friend
of petitioner who lived in Lake Oswego, Oregon (Lake Oswego),4
and three other individuals incorporated Chicken Bar, Inc.
(Chicken Bar), under the laws of the State of Oregon. At all
relevant times including 1995, Chicken Bar owned and operated a
fast food restaurant (Chicken Bar restaurant), located in
Beaverton, which is near Portland.
At all relevant times including 1995, petitioner owned 35
percent, Mr. Caplan owned 35 percent, and three other individuals
owned the remaining 30 percent of the stock of Chicken Bar. The
board of directors of Chicken Bar consisted of five members, two
of whom were petitioner and Mr. Caplan.5
Mr. Caplan was the president, and petitioner was the
secretary, of Chicken Bar. Mr. Caplan, as president, had primary
responsibility for the day-to-day management and operations of
Chicken Bar, including the Chicken Bar restaurant.6 Petitioner,
4Lake Oswego is near Portland, Oregon (Portland), and
Beaverton, Oregon (Beaverton). In addition to Mr. Caplan,
petitioner had two or three other friends who lived in the
Portland area.
5The bylaws of Chicken Bar provided in pertinent part that
“The business and affairs of the corporation shall be managed by
a Board of Directors who shall exercise or direct the exercise of
all corporate powers”.
6The bylaws of Chicken Bar provided in pertinent part that
the president “shall * * * have general supervision, direction
(continued...)
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Last modified: May 25, 2011