- 38 -
before December 22, 1993.”18 Again, this information might be
relevant to a determination whether the right to sale proceeds
“ripened”; however, nothing in the Houlihan Lokey report suggests
that the warrantholders were legally bound, or could be
compelled, to sell their warrants to WCP.
Respondent also points to Del. Code Ann. tit. 8, sec. 271
(2001) and argues that the donees could have been compelled to
surrender their NMG warrants. That section provides:
SEC. 271. Sale, lease or exchange of assets;
consideration; procedure.
(a) Every corporation may at any meeting of its
board of directors or governing body sell, lease or
exchange all or substantially all of its property and
assets * * * upon such terms and conditions and for
such consideration * * * as its board of directors or
governing body deems expedient and for the best
interests of the corporation, when and as authorized by
a resolution adopted by the holders of a majority of
the outstanding stock of the corporation entitled to
vote thereon * * *
18We note that despite the report’s conclusion that there
was little chance the transaction involving WCP would not be
consummated, Houlihan Lokey took significant discounts for the
risk that the transaction would not be completed. The report
reflects that there was a 15- to 25-percent probability that the
deal would fall through as of Nov. 12, 1993, and this discount
figured into the valuation analysis of the warrants. Further,
although respondent relies significantly on the valuation report
with respect to petitioners’ motion for partial summary judgment,
we point out that respondent essentially takes the position in
his amended answer that the valuation report is wrong in
assigning a value of $6,889 per warrant and that petitioners’
charitable deductions are limited to $424.10 per warrant, or
$326,577 in the aggregate.
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