Robert S. Cohen and Margery Cohen - Page 34

                                       - 34 -                                         
               3.  Miller                                                             
               Petitioner also contends that he reasonably relied on                  
          Miller.  Most of petitioner’s interaction with Miller was                   
          indirect and through his partner Lewin.  When first approached by           
          Lewin, in response to the offering memorandum for SAB Resource,             
          Miller was supportive of the investment.  With regard to the                
          value of the recyclers, Miller was supportive of the expert                 
          reports by Ulanoff and Burstein.  The memorandum disclosed that             
          Miller was a 9.1-percent shareholder of F&G, was corporate                  
          counsel to PI, and represented Raymond Grant, the sole                      
          shareholder of ECI.  The memorandum also noted that “Miller                 
          [would] receive substantial additional compensation for                     
          representing PI in connection with this transaction.”  Not                  
          surprisingly, Miller was supportive of SAB Foam.                            
               Nothing in the record suggests that Miller had any expertise           
          or knowledge with respect to plastics or plastics recycling, or             
          that petitioners believed he had any such knowledge or expertise.           
          There is also no showing that petitioner had any special or                 
          enduring friendship with Miller.  Petitioner’s relationship with            
          Miller was indirect, through Lewin’s tenuous acquaintance with              
          Miller.  Given the extent to which Miller was immersed in the SAB           
          partnerships, how much he stood to benefit financially, and his             
          lack of expertise regarding plastics materials and plastics                 
          recycling, we do not consider petitioners’ purported reliance on            






Page:  Previous  24  25  26  27  28  29  30  31  32  33  34  35  36  37  38  39  40  41  42  43  Next

Last modified: May 25, 2011