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Bank of America. Times Mirror maintained its bank accounts at
Bank of America as well.
D. Closing
The Bender transaction closed on July 31, 1998. Times
Mirror’s sale of its 50-percent interest in Shepard’s also closed
on that date.
From the time that the Bender transaction closed to the time
of trial of this case, Bender continued as a going concern in the
legal publishing business. The parties have agreed that the
merger of MergerSub with and into Bender, with Bender as the
surviving corporation, under the terms of the Bender agreement
and in accordance with New York Business Corporation Law,
satisfied the continuity of business enterprise requirement for
qualification as a tax-free reorganization under section 368.
Times Mirror’s Management of LBI and the Development of Times
Mirror’s Investment Strategy Following the Closing of the Bender
Transaction
On July 31, 1998, the law firm of Richards, Layton & Finger
(RL&F) prepared an opinion regarding LBI for Times Mirror,
MB Parent, REUS, and REBV. With respect to the LBI LLC
agreement, RL&F was of the opinion that:
2. The LLC Agreement constitutes a legal, valid
and binding agreement of the Member [MB Parent] and
Manager [Times Mirror], and is enforceable against the
Member and the Manager, in accordance with its terms.
3. If properly presented to a Delaware court, a
Delaware court applying Delaware law, would conclude
that (i) the removal of the Manager shall be only at
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