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e. Purported Springboard for New Library
Petitioner contends that he and Mr. Ackerman were interested
in using SMHC for its historical significance to build a new film
library. We cannot agree. For all intents and purposes, MGM
Group Holdings’ association with the MGM operating company ended
when Mr. Kerkorian acquired that company. Any potential name
recognition in that company was obliterated when MGM Group
Holdings changed its corporate name to “Santa Monica Holdings
Corporation” on October 15, 1996. In addition, in a letter
agreement with P&F Acquisition dated October 10, 1996, CDR, MGM
Holdings, and MGM Group Holdings agreed that they would not use
any of MGM’s trademarks; i.e., “MGM,” “Metro-Goldwyn-Mayer,” the
“MGM lion logo,” or any trademarks related thereto. Without
these trademarks, Mr. Lerner seemingly would have been hard-
pressed to capitalize on MGM’s historical underpinnings using
SMHC. Finally, there is no evidence that SMHC’s purported film
business was ever, in fact, bolstered by its prior status as the
MGM parent company.
f. Acquiring NOLs for a Film Business
Petitioner also contends that he and Mr. Ackerman were
interested in using the net operating losses (NOLs) in SMHC to
offset future income from their prospective film business. We
are unpersuaded that the Ackerman group had any legitimate
interest in SMHC’s NOLs. Although there were sizeable NOLs in
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