- 37 -
Respondent cites WCP’s board of directors resolution which
directed its officers to negotiate and complete the acquisition
of NMG shares. The resolution by WCP’s board of directors does
not demonstrate that the warrantholders were legally bound, or
could be compelled, to sell their stock warrants at the time of
the assignments. Although that resolution preceded the
assignments of the warrants to the charitable donees, WCP did not
complete its acquisition of NMG stock and warrants until after
the assignments. WCP did not reach an agreement with the donees
herein until November 19, 1993, and they did not finally
consummate the transaction until they entered into the stock
purchase agreement of November 22, 1993, and closed the
transaction on December 22, 1993. Those events occurred after
petitioners assigned the warrants. The resolution simply
authorizes WCP’s officers to negotiate and complete the
acquisition. The resolution itself does not affect the rights of
the donees in their warrants.
Respondent relies on a correspondence report prepared by
Houlihan Lokey, dated January 3, 1994. He relies upon a section
of the Houlihan Lokey report entitled “Management Comments On The
Transaction”, which states: “Management believes that there is
very little change [sic] the transaction will not close on or
Page: Previous 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 NextLast modified: May 25, 2011