Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 260

                                        -327-                                         
          views are not helpful to the Court in understanding any evidence            
          or determining a fact in issue.224                                          
               In Mr. Shapiro’s expert report, he indicates that he was               
          asked to provide an expert opinion on the value of SMHC stock,              
          the value of the receivables that Generale Bank and CLIS                    
          contributed to SMP, and the value of SMHC’s interest in the                 
          Carolco securities.  After reviewing Mr. Shapiro’s report and               
          testimony, however, we find that Mr. Shapiro has gone well beyond           
          the scope of his engagement, reaching conclusions on the                    
          substance over form issues that this Court must decide.                     
               In his expert report, Mr. Shapiro analyzed the possibility             
          that the $5 million put purchase price and the $5 million                   
          advisory fee were paid as arm’s-length consideration for Generale           
          Bank’s and CLIS’s receivables.  In scattershot fashion, he                  
          concludes, without any elaboration, that SMP paid the $5 million            
          advisory fee for the EBD film rights and not the receivables;               
          that there is a question whether the $5 million put purchase                
          price and $5 million advisory fee were paid as consideration for            
          Generale Bank’s and CLIS’s contributions of the receivables; but            
          that “Considering that SMP received the Film Rights, as well as             

               224 Although respondent seeks to capitalize on certain                 
          gratuitous statements in Mr. Shapiro’s expert report and                    
          testimony, we do not construe respondent’s position to                      
          contemplate CLIS’s contribution of the EBD film rights to SMP.              
          Inasmuch as CLIS’s contribution of the film rights to SMHC is not           
          a fact in issue, we question the relevance of Mr. Shapiro’s                 
          economic analysis.                                                          





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