Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 224

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          partially worthless, and whether the SMHC stock should be treated           
          as worthless.207                                                            
               The May 12, 1997, memorandum appears to have been prepared             
          as part of an effort to secure an outside opinion letter or                 
          advice with respect to the CDR transaction.  Indeed, the letter             
          begins by stating:  “At your request, we have prepared the                  
          following responses to the requests for additional background               
          materials set forth in Donald Alexander’s memorandum to you,                
          dated April 9, 1997.”208  In this regard, the May 12, 1997,                 
          memorandum from Shearman & Sterling has a distinct quality of               
          advocating Mr. Lerner’s position rather than providing advice               
          that might reasonably be relied upon in preparing SMP’s and                 
          Corona’s 1997 and 1998 partnership tax returns.                             
               The opinion itself deals primarily with the worthlessness              
          issue and concludes that the SMHC receivables and stock were not            


               207 Gerald Rokoff and Alvin Knott do not appear to have been           
          independent, “outside”, professional tax advisers, as petitioner            
          claims.  Messrs. Rokoff and Knott represented the Ackerman group            
          in the CDR transaction and assisted Mr. Lerner in structuring the           
          partnership transactions at issue.  Messrs. Rokoff and Knott                
          appear to have been actively involved in structuring transactions           
          for the Ackerman group’s subsequent exploitation of the acquired            
          built-in loss tax attributes, including as we explain below, the            
          “marketing” of the tax attributes to an outside “investor”.                 
               208 Petitioner did not offer Donald Alexander’s memorandum             
          into evidence, and we have no basis for ascertaining its context.           
          There is no indication that Mr. Alexander (a former IRS                     
          Commissioner) ever provided any favorable advice to petitioner              
          with respect to the proposed transaction or the issues discussed            
          in Shearman & Sterling’s memorandum.                                        





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