- 74 - 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 CapitalPage: Previous 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 Next
Last modified: May 25, 2011