Merrill Lynch & Co., Inc. & Subsidiaries - Page 67




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               approval each time of the banking authorities, we think                
               this was about as firm and fixed a plan as a bank could                
               have under the circumstances.  See Bleily & Collishaw,                 
               Inc. v. Commissioner, supra.  We do not believe the                    
               requirement of a firm and fixed plan for redemption                    
               need be as rigid under the circumstances here involved                 
               as would be required in a closely held family                          
               corporation situation where the plan could be changed                  
               at any time by the actions of one or two shareholders.                 
               Compare Niedermeyer v. Commissioner, supra, and                        
               McDonald v. Commissioner, 52 T.C. 82 (1969).                           
          As this Court’s opinion in Roebling confirms, the existence of              
          conditions, contingencies, or other uncertainties will not                  
          necessarily preclude a finding that a firm and fixed plan exists            
          but is one factor that the Court must consider in reaching its              
          decision.                                                                   
               B.  The Section 304 Redemptions                                        
               The foregoing cases and the principles we have extracted               
          from them require that we examine the facts in order to decide              
          whether petitioner engaged in the cross-chain sales and the later           
          sales of the target corporations as part of a firm and fixed plan           
          to completely terminate the target corporations’ actual and                 
          constructive ownership of the issuing corporations.                         
                    1.  The 1986 Cross-Chain Sale of Merlease                         
               Petitioner’s evidence at trial focused almost exclusively on           
          the lack of any binding commitment or even an agreement in                  
          principle between petitioner and Inspiration, the ultimate                  
          purchaser of ML Leasing, on the date of ML Leasing’s cross-chain            
          sale of its Merlease stock to ML Asset Management.  On the date             






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