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transactions that lacked business purpose or economic substance
are inapposite. That is because none of those cases constitutes
authority for disregarding Mr. Winn’s and Mr. Curtis’s share of
MP’s $3.4 million debt obligation to CB&T, which must be
respected for purposes of applying sections 731(a)(1) and 752 to
the liquidating distribution.
Lastly, participating partner argues that respondent has
failed to raise any genuine issue of material fact as to whether
(1) the AIG notes constituted nonmarketable securities and (2)
Mr. Winn’s and Mr. Curtis’s respective bases for their interests
in Countryside exceeded the amount of money they are deemed to
have received by virtue of the net decrease in their respective
shares of Countryside’s liabilities. In this regard,
participating partner states that respondent’s “theories,
assertions, and arguments” (e.g., that there may have been some
informal “arrangement” among Mr. Winn, Mr. Curtis, and AIG
whereby the AIG notes were readily convertible into, or
exchangeable for, money or marketable securities) are
insufficient to defeat the motion. In support of that statement,
participating partner cites the admonition in Rule 121(d) that
“an adverse party may not rest upon the mere allegations or
denials of such party’s pleading” but, instead, “by affidavits or
as otherwise provided in this Rule, must set forth specific facts
showing that there is a genuine issue for trial.”
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Last modified: March 27, 2008