- 15 -
1. ML Leasing would contribute the 1986 retained assets to
Merlease, a direct wholly owned subsidiary of ML Leasing, in
anticipation of ML Leasing’s sale outside the consolidated group.
2. ML Leasing would then sell Merlease cross-chain to a
sister corporation within the consolidated group.
3. ML Leasing would declare a dividend to ML Capital
Resources of designated assets and the gross sales proceeds from
the cross-chain sale of Merlease to the acquiring corporation.
4. After each of the steps outlined above had occurred,
petitioner would then sell ML Leasing to a third-party purchaser.
In accordance with the plan and pursuant to a resolution
dated July 21, 1986, ML Leasing contributed the 1986 retained
assets to the capital of Merlease.10
In accordance with the plan and pursuant to resolutions
adopted on July 22, 1986, the respective boards of directors of
ML Leasing and Merrill Lynch Asset Management, Inc. (ML Asset
Management or MLAM), a direct wholly owned subsidiary of Merrill
Parent, approved the sale of the stock of Merlease to ML Asset
Management for a purchase price equal to the fair market value of
such stock as of July 22, 1986. Two days later, ML Leasing and
ML Asset Management entered into a stock purchase agreement dated
10Some of the same assets identified in the July 21, 1986,
consent to corporate action as having been contributed to
Merlease’s capital were included as part of a dividend declared
and paid to ML Capital Resources, ML Leasing’s sole shareholder
as of July 18, 1986.
Page: Previous 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 NextLast modified: May 25, 2011