- 9 -
eliminated if the partnership could not demonstrate that the
price paid for the recyclers approximated their fair market
value. The tax opinion did not purport to rely on any
independent confirmation of the fair market value of the
recyclers. Instead, the tax opinion clearly relied on Ulanoff’s
conclusion that the purchase price to be paid by F&G was fair and
reasonable. The tax opinion also states: “PI, ECI, F&G, and the
Partnership have represented to us that the prices paid by ECI
and by F&G and the terms of the Lease were negotiated at arm’s
length.” The tax opinion concludes that the basis to the
partnership upon which the aggregate investment and energy tax
credits are to be computed is the price paid by F&G for the
recyclers.
C. Individuals Involved
Malcolm I. Lewin (petitioner) graduated from the City
College of New York and graduated from New York University Law
School in 1966. In 1967, petitioner came to work for Miller &
Summit, a New York law firm, as the two-partner partnership’s
only associate. Elliot Miller (Miller) was one of the partners.
Petitioner worked primarily on corporate and transactional
matters. He was employed by Miller & Summit for about 4 years.
During that time, he performed a variety of professional services
for PI, which was a major client for Miller. On many occasions
he visited the premises of PI, which then were located in New
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011