- 7 -
Textron, the Trustee may instruct Avdel in writing to
pay the cash dividends directly to Textron.
Section 8(b) required the trustee to hold for the benefit of
Textron any shares of Avdel stock received as dividends.
Section 8(c) provided that the trustee would receive all proceeds
of a sale or exchange of Avdel’s assets or stock and, after
deducting the associated expenses, pay the amounts to Textron.
Section 8(d) provided that any other distributions with respect
to Avdel’s stock would be distributed to Textron.
The order and voting trust agreement were in force from
their effective dates throughout the end of the period at issue
(the last day of petitioner’s 1992 taxable year). The order and
voting trust agreement terminated pursuant to a decision and
order issued by the FTC on May 6, 1994.
During the period that the order and the voting trust
agreement were in effect, Ms. Bailey, Textron, and Avdel complied
with the provisions of the order and the voting trust agreement.
In accordance with the voting trust agreement, the trustee
surrendered to Avdel the Avdel stock received from Textron, and
Avdel issued new stock certificates registered in the name of Ms.
Bailey. Ms. Bailey exercised the voting rights of the shares of
Avdel stock in accordance with the order and the voting trust
agreement. Throughout the period at issue, Avdel had four
directors, one of whom was Ms. Bailey.
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011