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constructive ownership of the issuing corporations. Again, we
disagree.
After examining petitioner’s actions including those of the
redeemed shareholder (ML Capital Resources), the redeeming
corporations (ML Realty, ML Asset Management, and MLPFS), and
Merrill Parent, we are convinced that the section 304 deemed
redemptions, i.e., the 1987 cross-chain sales, and the later sale
of ML Capital Resources to GATX/BCE were steps in a firm and
fixed plan to terminate ML Capital Resources’ actual and
constructive ownership of the issuing corporations.
As with the 1986 cross-chain sale, the most compelling
evidence of a firm and fixed plan with respect to the 1987 cross-
chain sales is the formal presentation of the plan to Merrill
Parent’s board of directors, which took place on April 23, 1987,
2 days after receipt of GATX/BCE’s bid and approximately 3 weeks
after seven of the eight 1987 cross-chain sales closed. The
formal presentation included the distribution of a written
summary and slides illustrating the details of the plan to
dispose of ML Capital Resources using much of the same language,
format, and reasoning as that used in the 1986 written summary.
The written summary laid out each step of the plan. Among the
steps identified were (1) the cross-chain sales of the seven
subsidiaries, which the summary acknowledged had already
occurred, (2) the distribution of a dividend by ML Capital
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