- 37 -
those alleged meetings. (As noted supra, five of the eight sets
of promissory notes bear effective dates subsequent to the Paulan
direct payment(s) to which they relate.) Because after-the-fact
authorizations (as opposed to genuine ratifications) are not
credible, that aspect of a majority of the minutes further
supports our conclusion that the minutes merit little or no
evidentiary weight. In fact, it supports the conclusion that
none of the alleged Paulan or Sidal partner/board meetings
actually took place in the manner or at the times stated in the
minutes.16
(5) The Accounting Entries
Neither the promissory notes nor the minutes furnish
significant evidentiary support for petitioners’ claim that the
Paulan direct payments constituted back-to-back loans, which
would give them tax bases in Sidal. Therefore, their claim that
the Paulan direct payments constituted back-to-back loans
(through them, to Sidal), rests solely upon the accounting for
those payments.
16 Because all of the alleged meetings of the Paulan and
Sidal partners/directors (i.e., petitioners) are alleged to have
occurred on the alleged effective dates of the promissory notes
to which they relate, we infer that those meeting dates were
selected to be consistent with the promissory note effective
dates and not because they represent dates when petitioners, in
their capacities as partners/directors of Paulan and Sidal,
actually held meetings.
Page: Previous 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 NextLast modified: May 25, 2011