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The written summary also confirmed that, although the sale
of ML Leasing had not yet been finalized, the sale was
sufficiently mature that the establishment of a tax reserve for
the transaction was warranted. In fact, the written summary
included a recommendation to the board of directors that a tax
reserve specifically geared, in part, to the extraordinary basis
adjustment resulting from the section 304 redemption be approved.
Petitioner seeks to minimize the impact of the written
summary by pointing out that the summary was prepared for a board
of directors meeting that occurred 4 days after the cross-chain
sale. Although petitioner is correct regarding the chronology,
petitioner offered us no proof that the plan suddenly sprang to
life after the cross-chain sale had occurred, or that the cross-
chain sale and the later sale of ML Leasing were unrelated. In
fact, petitioner introduced very little evidence regarding the
development, review, and approval of the plan reflected in the
written summary, even though the plan was the product of
petitioner’s own internal planning.
The July 28, 1986, board of directors meeting was a regular
board of directors meeting. Ordinarily, a corporation is
required by its bylaws and/or by State law to provide reasonable
advance notice to its directors of a regular board meeting. We
believe that it is reasonable to infer from this record that the
plan outlined in the written summary and presented to Merrill
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