Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 59

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          was interested in reviving Generale Bank’s participation in SMP’s           
          film activities and had written a letter expressing this                    
          interest.  The letter from Mr. Lerner states:  “I would like to             
          acquire additional film assets from GB and would like their                 
          active participation in our partnership.”101                                
               On the basis of the evidence in the record, it appears that            
          the Ackerman group was largely unconcerned with the supposed film           
          assets that were to form the foundation of their proposed film              
          business with CDR.  There is no evidence that they ever requested           
          or received any information regarding the EBD film rights.                  
          Although the record contains numerous drafts of various documents           
          relating to the CDR transaction, none of those drafts contain any           
          specific reference to the EBD film rights.  Consequently, it is             
          reasonable to conclude that the Ackerman group did not care what            
          film rights CLIS contributed to SMHC and that the contribution of           
          the EBD film rights was largely incidental to Generale Bank’s and           
          CLIS’s contributions of the high-basis, low-value receivables and           
          SMHC stock.                                                                 




               101 After Troy & Gould reached its conclusions, Mr. Lerner             
          sold portions of the $974 million in receivables from Generale              
          Bank to his friend, colleague, and business associate, Mr. van              
          Merkensteijn.  In determining a purchase price for the                      
          receivables, Mr. van Merkensteijn testified that he relied on the           
          Sage Entertainment $29 million appraisal.  By this time, however,           
          it would have been clear, at least to Mr. Lerner, that this                 
          appraisal was grossly overstated.                                           





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