-219-
2. Relationship Between the Parties
We are not persuaded that Mr. Jouannet’s interests, and
those of CDR, were necessarily adverse to the interests of the
Ackerman group and SMP, at least insofar as the tax
characterization of the transaction was concerned. As previously
discussed, Mr. Jouannet’s job was to realize whatever value he
could in the Credit Lyonnais group’s “bad” investments and loans,
as quickly as possible. Whatever value might be realized from
these “bad” investments and loans depended in large part on
structuring a deal whereby the potential buyer could exploit the
associated tax attributes. At least to this degree, Mr.
Jouannet’s and Mr. Lerner’s interests coincided.
3. Ackerman Group’s Exploitation of Tax Attributes
The Corona transaction and the sales of receivables to
TroMetro clearly denote the long-term objectives of the Ackerman
group in entering into the transaction with CDR. The sales of
the receivables to Mr. Lerner’s friend, colleague, and business
associate, Mr. van Merkensteijn, were an essential component to
realizing the built-in losses in the receivables.164 The sales of
164 In connection with his purchase of the receivables from
SMP in 1997 and 1998, Mr. van Merkensteijn paid a total amount of
approximately $1 million to SMP, either as cash downpayments or
as principal and interest payments on his notes to SMP. In
connection with his purchase of the $79 million receivable, Mr.
van Merkensteijn paid approximately $400,000 ($120,000 as a cash
down payment and $287,791 as principal and interest on his note).
Besides the sales of the receivables, the Ackerman group had
(continued...)
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