Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 45

                                        -131-                                         
          contributing a viable “starter” film library to SMHC or to                  
          partner in a film distribution business with respect to those               
          assets or the CDR library, generally.  Instead, the selection               
          process that Mr. Peters described strongly suggests that CLIS               
          contributed the film assets to SMHC for a far different                     
          purpose.92                                                                  
                    f.  Conclusion                                                    
               In light of these various considerations, we are not                   
          persuaded that the banks had any intention of partnering with               
          Messrs. Lerner and Ackerman in a film distribution business.  To            
          the contrary, it is clear that the Credit Lyonnais group desired            
          to end its failed relationship with its distressed filmed                   
          entertainment assets and companies.  CDR’s role as Generale                 
          Bank’s and CLIS’s representative in the transaction with the                
          Ackerman group reflects the banks’ interest in liquidating their            
          receivables and SMHC stock.                                                 
               2.  Ackerman Group’s Purposes                                          
               Petitioner claims that he and Mr. Ackerman wanted to join              
          with the banks in a film distribution business and understood               

               92 Petitioner contends that “Mr. Peters’ testimony and                 
          demeanor suggested an effort to hurt Petitioners” and questions             
          the accuracy and good faith of that testimony.  Apart from these            
          general assertions, petitioner provides no basis for concluding             
          that Mr. Peters fabricated his testimony.  Mr. Peters was subject           
          to petitioner’s cross-examination; nothing in his testimony                 
          suggested any bad faith or fabrication.  Despite petitioner’s               
          protestations, we find Mr. Peters’s testimony credible, thorough,           
          and very persuasive on the relevant points.                                 





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