-145-
After the closing of the CDR transaction, Mr. Lerner, Mr.
Herz, and the law firm of Troy & Gould made efforts to confirm
the titles to the films and obtain physical elements for the
films. We are unpersuaded, however, that these efforts amounted
to much more than window-dressing. Mr. Peters testified that he
perceived Troy & Gould’s investigation to be abnormal considering
the age of the film titles, the original production cost of the
films, and the distressed nature of the companies that were the
source of the films. He testified that although Troy & Gould’s
efforts might be completely appropriate with respect to other
kinds of films, they “might not be so appropriate” with respect
to the EBD film titles.
Beyond its due diligence process, Troy & Gould and Mr. Herz
expended considerable effort to obtain facility and laboratory
access letters. Those efforts extended into 1998, even after
Troy & Gould provided Mr. Lerner with its legal conclusions
regarding the EBD film titles. Given the nature of the
particular film titles and Troy & Gould’s revelations, we are
unpersuaded that these efforts, too, were not mere window-
dressing.
d. Purported Interest in CDR Library
Petitioner also claims that he and Mr. Ackerman were
interested in adding the 1,000-film CDR library to SMHC, and that
they thought that having an indirect interest in that company and
Page: Previous 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 NextLast modified: May 25, 2011