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four stockholders in amounts consistent with the stipulated
ownership percentages shown above. However, the stockholders’
agreement contains some internal inconsistencies and
discrepancies with stipulated facts. The first two lines of the
stockholders’ agreement recite that it is “dated as of this
day of , 1993”; the month and date in 1993 are left blank.
The last two lines of the stockholders’ agreement prior to the
signatures recite “IN WITNESS WHEREOF, the parties have executed
this Agreement on the date first above written.” Attached to the
stockholders’ agreement is an “Exhibit B, Certificate of Stated
Value” valuing the 200 shares of the corporation at $25,000 per
share--a total of $5,000,000--that is “Dated: As of December,
31, 1992”. Petitioner’s Forms 1120, U.S. Corporation Income Tax
Return, state that Agalarov and Kogan did not become stockholders
until August 1, 1993, or thereafter.3
The stockholders’ agreement not only contains restrictions
on the transfer of shares, rights of first refusal, and purchase
options and obligations of the type usually found in agreements
among stockholders of closely held corporations; it also contains
provisions effectuating the stockholders’ and petitioner’s
expressed “desire to promote their mutual interest by agreeing
3On petitioner’s Forms 1120, U.S. Corporation Income Tax
Return, for the taxable years ended July 31, 1992 and July 31,
1993, Pollak and Tseytin are each listed as owning 50 percent of
the shares of petitioner.
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