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have read the memorandum and remained ignorant of the financial
benefits accruing to him.
Petitioner is a very well-educated and highly accomplished
and sophisticated attorney. Without question, he possessed the
intellect, skills, experience, and resources to have the
viability of the SAB transactions thoroughly investigated either
by himself or by an independent qualified expert. Petitioner
advised Becker to visit PI as part of his purported due diligence
and claims that he relied on Becker for the bona fides and
viability of the SAB transactions, including the valuations. Yet
Becker’s expertise was in taxation, not plastics materials or
plastics recycling, and his investigation and analysis of the
Plastics Recycling transactions reflected this circumstance.
Moreover, Becker indicated that he was careful not to mislead any
of his clients regarding the particulars of his limited
investigation. As he put it: “I don’t recall saying to a client
I did due diligence * * * [Rather,] I told [my clients] precisely
what I had done to investigate or analyze the transaction. I
didn’t just say I did due diligence, and leave it open for them
to define what I might or might not have done.”11
11 We note that petitioner testified that the expert
opinions of Ulanoff and Burstein had passed petitioner’s review
partly because of Becker’s representation. With regard to SAB
Resource, petitioner claims that he had instructed Becker to:
go up to Hyannis and make sure that there were machines
(continued...)
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