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Parent’s board of directors on July 28, 1986, had been carefully
constructed, vetted, finalized, and approved by the appropriate
corporate officers by at least July 24, 1986, the date of the
1986 cross-chain sale, and in sufficient time before the July 28,
1986, board of directors meeting to enable the notice of meeting
to be given and the meeting materials to be collated and
distributed to the directors.
We also note that, on the date of the cross-chain sale,
petitioner had identified Inspiration as the purchaser of ML
Leasing and had already engaged in substantial negotiations with
Inspiration. In fact, petitioner and Inspiration had agreed in
principle to a purchase price that was used to calculate the
estimated tax benefits in the written summary presented to the
board of directors. An inference can also be drawn from the
record that, after a meeting on June 23, 1986, Inspiration
confirmed informally that it was prepared to purchase ML
Leasing’s stock, subject to verification of the residual lease
values by an outside appraiser. It was only after such
confirmation was presumably received that petitioner proceeded
with the cross-chain sale.
A firm and fixed plan does not exist for purposes of section
302 when there is only “vague anticipation” that a particular
step in an alleged plan will occur. Benjamin v. Commissioner, 66
T.C. at 1114. The facts in this case, however, establish much
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