- 16 - July 24, 1986, pursuant to which ML Asset Management agreed to purchase all of ML Leasing’s Merlease stock for a purchase price of $73,320,471. The sale closed on July 24, 1986. Immediately before ML Asset Management purchased the stock of Merlease, ML Asset Management’s accumulated earnings and profits exceeded the price it paid for the Merlease stock. The parties agree that the sale of Merlease to ML Asset Management was a section 304 transaction. D. Presentation to Merrill Parent’s Board of Directors On July 28, 1986, only 4 days after the cross-chain sale of Merlease, a formal presentation was made to Merrill Parent’s board of directors regarding the sale of ML Leasing.11 The presentation included the distribution of a written summary and slides illustrating the details of the plan for the sale of ML Leasing, including key calculations. The written summary began as follows: We have identified a significant economic benefit, based on an opportunity in the tax law, in selling Merrill Lynch’s proprietary lease business. This economic benefit can be achieved by structuring a transaction to sell the stock of our primary leasing subsidiary, Merrill Lynch Leasing. We believe that such a sale could realistically result in an after-tax financial statement gain of approximately $104 million. The presentation laid out the various steps of the plan to 11Petitioner was unable to locate the minutes of the meeting of the board of directors on July 28, 1986, the date the presentation was made.Page: Previous 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Next
Last modified: May 25, 2011